UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date
of earliest event reported): April 13, 2026
Sizzle Acquisition Corp. II
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
001-42583 |
|
37-2148817 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
4201 Georgia Avenue NW
Washington DC 20011
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: +1 (202) 846-0300
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☒ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
| Units, each consisting of one Class A ordinary share and one right |
|
SZZLU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
SZZL |
|
The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of the initial business combination |
|
SZZLR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On April 13, 2026, Sizzle Acquisition Corp.
II, a Cayman Islands exempted company (“Sizzle II”), issued a press release announcing the execution of a Business
Combination Agreement (the “Business Combination Agreement”), dated April 13, 2026, with Trasteel Holding S.A., a
Luxembourg company (“Trasteel” or the “Company”), and, upon execution and delivery of a joinder,
a to-be-formed Luxembourg corporation in the form of a public limited liability company (société anonyme), to be registered
with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) (“Pubco”), and
a to-be-formed Cayman Islands exempted company that will be a wholly-owned subsidiary of Pubco (“Merger Sub”).
At the consummation of the transactions contemplated
by the Business Combination Agreement (the “Closing”), (a) Pubco will acquire all of the issued and outstanding ordinary
shares of the Company (the “Company Ordinary Shares”) from the Company’s shareholders (the “Sellers”)
in exchange for ordinary shares, par value $0.0001 per share, of Pubco (“Pubco Ordinary Shares”), the Company shall
become a wholly-owned subsidiary of Pubco and the Sellers shall become shareholders of Pubco (the “Share Exchange”);
and (b) Merger Sub will merge with and into Sizzle II, with Sizzle II continuing as the surviving entity and a wholly-owned subsidiary
of Pubco, and with Sizze II securityholders receiving Pubco Ordinary Shares.
Under the Business Combination Agreement, immediately
prior to the Closing, each outstanding private and publicly traded unit of Sizzle II will be automatically separated into its component
securities, consisting of one Class A ordinary share, par value $0.0001 per share, of Sizzle II (collectively, “Sizzle Class
A Ordinary Shares”) and one right entitling the holder thereof to receive one-tenth of one Sizzle Class A Ordinary Share (collectively,
“Sizzle Rights”), and thereafter Sizzle Rights will be aggregated per holder and converted into Sizzle Class A Ordinary
Shares in accordance with their terms. Also, immediately prior to the Closing, each issued and outstanding Class B ordinary share, par
value $0.0001 per share (collectively, “Sizzle Class B Ordinary Shares”), of Sizzle II will be automatically converted
into one Sizzle Class A Ordinary Share.
At the Closing, (a) each Sizzle Class A Ordinary
Share (including converted Sizzle Rights and Sizzle Class B Ordinary Shares) will be cancelled in exchange for the right of the holder
thereof to receive one Pubco Ordinary Share; and (b) the Sellers shall receive in the aggregate for all of their Company Ordinary Shares
$800,000,000 in Pubco Ordinary Shares, with each Pubco Ordinary Share valued for such purposes at $10.00 per share. The occurrence of
the Closing is subject to the terms and conditions set forth in the Business Combination Agreement.
A copy of the press release relating to entry
into the Business Combination Agreement is furnished herewith as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
Furnished herewith as Exhibit 99.2 and incorporated
into this Item 7.01 by reference is a presentation (the “Presentation“) that will be used by the Company and Sizzle II in
connection with the Business Combination Agreement.
The information in this Item 7.01, including
Exhibits 99.1 and 99.2, in each case is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act"), or otherwise be subject to the liabilities of that
section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such filing.
Additional Information and Where to Find It
This Current Report on Form 8-K (“Form
8-K”) is provided for informational purposes only and contains information with respect to a proposed business combination (the
“Proposed Business Combination”) among Sizzle II, the Company and the parties to the Business Combination Agreement.
Sizzle II intends to file an additional current report on Form 8-K on or before April 17, 2026, regarding the entry into the Business
Combination Agreement.
In connection with the Proposed Business Combination,
Pubco intends to file a registration statement on Form F-4 with the Securities and Exchange Commission (“SEC”), which
will include a proxy statement to be sent to Sizzle II shareholders and a prospectus for the registration of Pubco securities in connection
with the Proposed Business Combination (as amended from time to time, the “Registration Statement”). If and when the
Registration Statement is declared effective by the SEC, its definitive proxy statement/prospectus and other relevant documents will be
mailed to the shareholders of Sizzle II as of the record date to be established for voting on the Proposed Business Combination and will
contain important information about the Proposed Business Combination and related matters. Shareholders of Sizzle II and other interested
persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant
documents, because they will contain important information about Sizzle II, Trasteel, Pubco and the Proposed Business Combination. Shareholders
and other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus,
and other relevant materials in connection with the Proposed Business Combination, without charge, once available, at the SEC’s
website at www.sec.gov or by directing a request to: Sizzle Acquisition Corp. II, 4201 Georgia Avenue, NW, Washington, D.C. 20011, Attn:
Steve Salis, Chief Executive Officer. The information contained on, or that may be accessed through, the websites referenced in this Form
8-K in each case is not incorporated by reference into, and is not a part of, this Form 8-K.
Participants in the Solicitation
This Form 8-K is not a solicitation of a proxy
from any investor or securityholder. Sizzle II, Trasteel, Pubco and their respective directors and executive officers may be deemed participants
in the solicitation of proxies from Sizzle II’s shareholders in connection with the Proposed Business Combination. Sizzle II’s
shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of
Sizzle II in Sizzle II’s Annual Report on Form 10-K, as amended, filed with the SEC on March 12, 2026 (the “Sizzle II Form
10-K”). Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to
Sizzle II’s shareholders in connection with the Proposed Business Combination will be set forth in the proxy statement/prospectus
for the Proposed Business Combination, accompanying the Registration Statement that Pubco intends to file with the SEC. Additional information
regarding the interests of participants in the solicitation of proxies in connection with the Proposed Business Combination will likewise
be included in that Registration Statement. You may obtain copies of these documents, once available, at the SEC’s website at www.sec.gov
or by directing a request to the address provided above.
No Offer or Solicitation
This Form 8-K is not a proxy statement or solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business Combination and shall not constitute
an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any
sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Cautionary Note Regarding Forward-Looking Statements
This Form 8-K contains forward-looking statements
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Sizzle II’s,
Trasteel’s and/or Pubco’s actual results may differ from each of their expectations, estimates and projections and consequently,
you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements include statements
concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are
other than statements of historical facts. No representations or warranties, express or implied are given in, or in respect of, this Form
8-K. When words such as “may,” “will,” “intend,” “should,” “believe,” “expect,”
“anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical
matters are used in this Form 8-K, such terms, among others, are used in the context of making forward-looking statements.
These forward-looking statements and factors that
may cause actual results to differ materially from current expectations include, but are not limited to: the ability of the parties to
complete the transactions contemplated by the Proposed Business Combination in a timely manner or at all; the risk that the Proposed Business
Combination or other business combination may not be completed by any deadline included in Sizzle II’s organizational documents
and the potential failure to obtain an extension of any business combination deadline; the outcome of any government or regulatory action
on inquiry, or legal proceedings, that may be commenced in respect to Sizzle II, Trasteel, Pubco or others following the announcement
of the Proposed Business Combination and any definitive agreements with respect thereto; the inability to satisfy the conditions to the
consummation of the Proposed Business Combination, including the approval of the Proposed Business Combination by the shareholders of
Sizzle II; the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination
Agreement relating to the Proposed Business Combination; the ability to list on Nasdaq or other stock exchange or to meet Nasdaq or other
stock exchange listing standards or requirements following the consummation of the Proposed Business Combination; the effect of the announcement
or pendency of the Proposed Business Combination on Trasteel’s or Sizzle II’s business relationships, operating results, or
other current plans and operations of Trasteel or Sizzle II; the ability to recognize the anticipated benefits of the Proposed Business
Combination, which may be affected by, among other things, competition and the ability of Pubco to grow and manage growth profitably;
the possibility that Trasteel, Pubco and Sizzle II may be adversely affected by other economic, business, and/or competitive factors;
Trasteel’s, Pubco’s and Sizzle II’s estimates of expenses and profitability; expectations with respect to future operating
and financial performance and growth of Pubco or any of its subsidiaries, or Sizzle II or Trasteel, including the timing of the completion
of the Proposed Business Combination; Trasteel’s, Sizzle II’s and/or Pubco’s ability to execute on their business plans
and strategy; the expected use of proceeds from the Proposed Business Combination; and those factors discussed in the Sizzle II Form 10-K
under the heading “Risk Factors,” and other documents Sizzle II has filed, or that Sizzle II or Pubco will file, with the
SEC, or others will file in connection with the Proposed Business Combination, including the Registration Statement.
The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”
section of the Registration Statement referenced above, and other documents filed by Sizzle II and Pubco from time to time with the SEC.
These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. There may
be additional risks that none of Sizzle II, Trasteel or Pubco presently know, or that Sizzle II, Trasteel or Pubco currently believe are
immaterial, or other risk, which in each case could cause actual results to differ from those contained in the forward-looking statements.
For these reasons, among others, investors and other interested persons are cautioned not to place undue reliance upon any forward-looking
statements in this Form 8-K. Neither Sizzle II, Trasteel nor Pubco undertakes any obligation to publicly revise any forward–looking
statements to reflect events or circumstances that arise after the date of this Form 8-K, except as required by applicable law.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated April 13, 2026. |
| 99.2 |
|
Presentation, dated April 13, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
SIZZLE ACQUISITION CORP. II |
| |
|
|
| Date: April 13, 2026 |
By: |
/s/ Steve Salis |
| |
|
Name: Steve Salis |
| |
|
Title: Chief Executive Officer |
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