SZZL · Sizzle Acquisition Corp. II

Sizzle Acquisition Corp. II, a Cayman Islands SPAC (Nasdaq: SZZL), announced entry into a definitive Business Combination Agreement with Trasteel Holding S.A., a Luxembourg-based steel trading and processing company, on April 13, 2026. The transaction structures Trasteel shareholders receiving $800 million in newly issued Pubco Ordinary Shares at a $10.00 per share valuation, representing Trasteel's pre-money equity value, with existing owners rolling 100% of their equity. Concurrently, Sizzle II's public and private units automatically separate into Class A ordinary shares and rights (converting to one-tenth Class A share each), while Class B shares convert to Class A; all then exchange one-for-one into Pubco Ordinary Shares upon closing. The pro forma enterprise value is $1.3 billion, assuming no public shareholder redemptions and accounting for $184 million estimated net debt. Post-closing, both Sizzle II and Trasteel become wholly-owned subsidiaries of Pubco, a to-be-formed Luxembourg société anonyme, with intended Nasdaq listing under 'TSTL'. Trasteel, formed in 2009 and owned by Giuseppe Mannina, Fratelli Cosulich Spa, and Gianfranco Imperato, operates a dual trading (50% sales) and industrial (50% sales) model across 60 countries, with 13 factories in 6 countries serving 4,000 customers. Proceeds will fund accretive acquisitions, investments, working capital, and general purposes. The deal has unanimous board approval from both parties but requires shareholder votes and satisfaction of customary conditions, with closing targeted by year-end 2026. Pubco plans to file a Form F-4 registration statement including a proxy statement/prospectus. Advisors include Young America Capital for Trasteel and Cantor Fitzgerald for Sizzle II.