← Journal

SZZLR

SZZL signs BCA with Trasteel; $800mm equity at $10; $75mm min cash/PIPE; rights 1/10

2026-04-17 · Sizzle Acquisition Corp. II

Sizzle Acquisition Corp. II filed an 8-K for event date April 13, 2026, reporting entry into a Business Combination Agreement with Trasteel Holding S.A., a Luxembourg company. To-be-formed Luxembourg Pubco and a Cayman Merger Sub will join by joinder. Exhibit 2.1 is the BCA; related support, lock-up, and registration-rights forms are attached. Structure is a share exchange plus merger: Pubco acquires all Company ordinary shares from the Sellers for Pubco ordinary shares; Merger Sub merges into Sizzle II, which survives as a Pubco subsidiary. Sizzle units separate pre-close; rights convert per terms; Class B converts one-for-one into Class A; each Sizzle Class A then exchanges one-for-one into Pubco ordinary shares. Sellers receive in aggregate $800,000,000 of Pubco ordinary shares valued at $10.00 per share for that purpose. Closing path (Pulse) now runs through an F-4 registration statement/proxy, Sizzle and Company shareholder approvals, Pubco board seating (7 directors: Company 5, Sizzle 1 independent, 1 mutual independent), listing on Nasdaq or NYSE American as mutually chosen, and customary regulatory clearances. Outside Date is the later of October 10, 2026 and four months after delivery of PCAOB-audited Company financials; those audits are due by July 31, 2026, with a Sizzle termination right if missed. Sponsor support, Company support, lock-ups (6 months post-close), and an insider-letter amendment are signed or in agreed form. Cash (V) is gated by a Minimum Cash Condition: Sizzle and Pubco must have at least $75,000,000 in aggregate cash and cash equivalents, counting trust proceeds after redemptions plus gross PIPE and/or bridge financing other than the permitted Bridge Debt Financing, before paying closing expenses. Parties will use reasonable best efforts for PIPE Financing of at least $75,000,000 (equity, convertible, non-redemption/backstop, or other mutually agreed forms). Company may raise up to $75 million Bridge Debt Financing from pre-LOI counterparties, separately from and not counting toward PIPE. Trust waiver from the Company side is in place. The filing does not state trust balance, redemption turnout, committed PIPE names or amounts, bridge take-up, exchange ratio economics beyond the $800mm / $10 framework, business metrics for Trasteel, or a scheduled shareholder meeting date. No closing timeline inside the Outside Date is fixed. Representations do not survive closing; no indemnification basket is provided post-close.

Conversion 1/10