Sizzle Acquisition Corp. II Gains Magnetar as 7.4% Passive Investor

Rhea-AI Filing Summary

Magnetar entities report a 7.41 % passive stake in Sizzle Acquisition Corp. II (SZZLU)

Schedule 13G filed 8 Aug 2025 shows Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and David J. Snyderman jointly holding 1,750,000 Class A ordinary shares. The position was triggered on 30 Jun 2025 and represents 7.41 % of the 23.6 million shares outstanding (per the issuer’s 15 May 2025 filing). Voting and dispositive power over all shares is shared; none of the reporting persons has sole authority.

The shares are spread across eight Magnetar-managed funds, led by Constellation Master Fund (385,000 shares) and Lake Credit Fund (350,000). The group filed under Rule 13d-1(b), certifying that the investment is held in the ordinary course and not to influence control. Magnetar Financial is classified as an investment adviser; the other entities are parent holding/control persons. This disclosure introduces Magnetar as a new 5 %+ institutional holder in the SPAC, information that may be relevant ahead of any future business-combination vote.

Positive

• Institutional validation: Entry of Magnetar, a respected alternative-asset manager, may signal confidence and improve share liquidity.
• Non-activist stance: Filing under Rule 13d-1(b) confirms passive ownership, reducing immediate governance overhang.

Negative

• Voting influence: A single holder with 7.4 % could sway SPAC merger approvals, adding uncertainty for other shareholders.

Insights

Financial Analyst

TL;DR Magnetar quietly amassed 7.4 % of SZZLU, signalling institutional interest yet no control intentions—neutral to slightly positive.

Magnetar’s 1.75 million-share stake gives the SPAC a credible hedge-fund-backed shareholder but remains below activism thresholds. Shared voting/dispositive power and the Rule 13d-1(b) filing status confirm a passive stance. For investors, the main takeaway is added liquidity and potential alignment with an experienced alternative-credit investor, which could aid a de-SPAC financing. Nonetheless, the position alone doesn’t change fundamentals or guarantee deal success, so market impact should be modest.

Corporate Governance Expert

TL;DR New 5 %+ holder increases monitoring stake; no governance challenge foreseen.

The Schedule 13G indicates Magnetar is not pursuing control and holds zero sole voting power, mitigating immediate governance risk. However, 7.41 % can be influential in close shareholder votes typical for SPAC mergers. Management should engage early to understand Magnetar’s expectations around a potential business-combination timetable. No poison-pill or other defensive measures appear triggered. Impact is classified as informational rather than transformative.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Sizzle Acquisition Corp. II

(Name of Issuer)

Class A ordinary shares, par value $0.0001

(Title of Class of Securities)

G8193F109

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. G8193F109

1

Names of Reporting Persons

MAGNETAR FINANCIAL 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 1,750,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,750,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,750,000.00

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)

7.41 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. G8193F109

1

Names of Reporting Persons

MAGNETAR CAPITAL PARTNERS LP

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 1,750,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,750,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,750,000.00

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)

7.41 %

12

Type of Reporting Person (See Instructions)

HC, PN

SCHEDULE 13G

CUSIP No. G8193F109

1

Names of Reporting Persons

SUPERNOVA 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 0.00
6	Shared Voting Power 1,750,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,750,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,750,000.00

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)

7.41 %

12

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

CUSIP No. G8193F109

1

Names of Reporting Persons

DAVID J. SNYDERMAN

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,750,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,750,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,750,000.00

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)

7.41 %

12

Type of Reporting Person (See Instructions)

HC, IN

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, DC, 20011
Item 2.
(a)	Name of person filing: This statement is filed on behalf of each of the following person (collectively, the "Reporting Persons"): i) Magnetar Financial LLC ("Magnetar Financial"); ii) Magnetar Capital Partners LP (Magnetar Capital Partners"); iii) Supernova Management LLC ("Supernova Management"); and iv) David J. Snyderman ("Mr. Snyderman"). This statement relates to the Shares (as defined herein) held for Magnetar Constellation Master Fund, Ltd ("Constellation Master Fund"), Magnetar Xing He Master Fund Ltd ("Xing He Master Fund"), Magnetar SC Fund Ltd ("SC Fund"), Purpose Alternative Credit Fund Ltd ("Purpose Credit Fund"), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP ("Structured Credit Fund") a Delaware limited partnership; Magnetar Alpha Star Fund LLC ("Alpha Star Fund"), Magnetar Lake Credit Fund LLC ("Lake Credit Fund"), Magnetar Waterfront Series A LLC ("Waterfront Series A Fund), all Delaware limited liability companies; collectively (the "Magnetar Funds"). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Shares held for the Magnetar Funds' accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Snyderman.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
(c)	Citizenship: Place of Organization. i) Magnetar Financial is a Delaware limited liability company; ii) Magnetar Capital Partners is a Delaware limited partnership; iii) Supernova Management is a Delaware limited liability company; and iv) Mr. Snyderman is a citizen of the United States of America.
(d)	Title of class of securities: Class A ordinary shares, par value $0.0001
(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: As of June 30, 2025, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman held 1,750,000 Shares. The amount consists of (A) 385,000 Shares held for the account of Constellation Master Fund; (B) 350,000 Shares held for the account of Lake Credit Fund; (C) 297,5000 Shares held for the account of Structured Credit Fund; (D) 297,500 Shares held for the account of Xing He Master Fund; (E) 192,500 Shares held for the account of Alpha Star Fund; (F) 35,000 Shares held for the account of Purpose Credit Fund; (G) 140,000 Shares held for the account of SC Fund; and (H) 52,500 Shares held for the account Waterfront Series A Fund. The Shares held by the Magnetar Funds represent approximately 7.41% of the total number of Shares outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding shares of the Issuer).
(b)	Percent of class: As of June 30, 2025, each of the Reporting Persons were deemed to be the beneficial owner constituting approximately 7.41% of the total number of shares outstanding (based upon the information provided by the Issuer in its Form 10-Q filed with the SEC on May 15, 2025, there were approximately 23,600,000 Shares outstanding).
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 1,750,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1,750,000
Item 5.	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.

MAGNETAR FINANCIAL LLC

Signature:	/s/ Hayley Stein
Name/Title:	Hayley Stein, Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC
Date:	08/08/2025

MAGNETAR CAPITAL PARTNERS LP

Signature:	/s/ Hayley Stein
Name/Title:	Hayley Stein, Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC
Date:	08/08/2025

SUPERNOVA MANAGEMENT LLC

Signature:	/s/ Hayley Stein
Name/Title:	Hayley Stein, Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC
Date:	08/08/2025

DAVID J. SNYDERMAN

Signature:	/s/ Hayley Stein
Name/Title:	Hayley Stein, Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC
Date:	08/08/2025

Comments accompanying signature: MAGNETAR FINANCIAL LLC BY: Magnetar Capital Partners LP, its Sole Member BY: Supernova Management LLC, its General Partner MAGNETAR CAPITAL PARTNERS LP By: Supernova Management LLC, its General Partner

Exhibit Information

99.1 Joint Filing Agreement, dated as of August 8, 2025, among the Reporting Persons. 99.2 Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on August 8, 2025.

FAQ

How many Sizzle Acquisition Corp. II shares does Magnetar own?

Magnetar and related entities disclosed 1,750,000 Class A shares, equal to 7.41 % of outstanding stock.

Why did Magnetar file a Schedule 13G for SZZLU?

Because its ownership exceeded the 5 % threshold on 30 Jun 2025; the 13G signals a passive investment under Rule 13d-1(b).

Does Magnetar intend to control Sizzle Acquisition Corp. II?

No. The certification states the shares were acquired in the ordinary course and not for the purpose of influencing control.

Which funds inside Magnetar hold the largest SZZLU positions?

Constellation Master Fund (385 k shares) and Lake Credit Fund (350 k shares) are the two largest holders among eight Magnetar funds.

What percentage of SZZLU’s shares are now held by Magnetar?

The filing lists 7.41 % ownership based on 23.6 million shares outstanding as of 15 May 2025.