SZZL · Sizzle Acquisition Corp. II

Sizzle Acquisition Corp. II, a Cayman Islands SPAC, signed a definitive Business Combination Agreement on April 13, 2026, with Trasteel Holding S.A., a Luxembourg-based global steel, metals, and energy trading company. The transaction values Trasteel at $800 million, payable entirely in ordinary shares of a newly formed Luxembourg public company (Pubco) at a $10 per share price. The structure involves two steps: first, Pubco acquires 100% of Trasteel's ordinary shares from its sellers via share exchange, making Trasteel a wholly-owned subsidiary; second, a Cayman merger sub merges into Sizzle II, with Sizzle surviving as another wholly-owned Pubco subsidiary. Sizzle II securityholders receive one-for-one Pubco shares. Key investor protections include a $75 million minimum cash condition from trust proceeds post-redemption plus committed PIPE financing (excluding permitted $75M bridge debt), shareholder approvals for both Sizzle II and Trasteel, regulatory clearances, and Nasdaq or NYSE American listing approval. The Pubco board will have seven seats post-closing: five nominated by Trasteel (at least three independent), one by Sizzle II (independent), and one mutually agreed (independent). Representations and warranties do not survive closing, limiting post-deal recourse. Covenants include no-shop (with carve-outs for bridge debt and existing acquisition talks), PCAOB-audited financials by July 31, 2026, and a 15% equity plan reserve. Termination rights exist for material breaches, MAE events, or failure to meet the outside date. Related agreements include sponsor support waiving anti-dilution, 6-month lock-ups, and registration rights pari passu with existing holders. This de-SPAC positions Trasteel for public markets while providing Sizzle II a timely combination target.