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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 1.01 Entry Into A Material Definitive Agreement.
Business Combination Agreement
This section describes the material provisions
of the BCA but does not purport to describe all of the terms thereof. Sizzle II shareholders and other interested parties are urged to
read such agreement in its entirety. The following summary is qualified in its entirety by reference to the complete text of the BCA,
a copy of which is attached hereto as Exhibit 2.1. Unless otherwise defined herein, the capitalized terms used below are defined in the
BCA.
General Description of the BCA
On April 13, 2026, Sizzle Acquisition Corp. II,
a Cayman Islands exempted company (“Sizzle II”), and Trasteel Holding S.A., a Luxembourg company (the “Company”),
entered into a Business Combination Agreement (the “BCA”), to which, upon execution and delivery of a joinder thereto,
each of (i) 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 (ii) a to-be-formed Cayman Islands exempted company that will be a wholly-owned subsidiary of Pubco (“Merger Sub”)
will become a party.
Upon the consummation of the transactions contemplated
by the BCA (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 (the “Merger,
and together with the Share Exchange and the other transactions contemplated by the BCA, the “Transactions”), and with
Sizzle II securityholders receiving Pubco Ordinary Shares.
Under the BCA, 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 II Class A Ordinary Shares”)
and one right entitling the holder thereof to receive one-tenth of one Sizzle II Class A Ordinary Share (collectively, “Sizzle
II Rights”), and thereafter Sizzle II Rights will be aggregated per holder and converted into Sizzle II 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 II Class B Ordinary Shares”), of Sizzle II will be automatically converted
into one Sizzle II Class A Ordinary Share. At the Closing, each Sizzle II Class A Ordinary Share (including converted Sizzle II Rights
and Sizzle II Class B Ordinary Shares) will be cancelled in exchange for the right of the holder thereof to receive one Pubco Ordinary
Share.
In order to exchange their Company Ordinary Shares
for Pubco Ordinary Shares in accordance with the BCA, the Sellers will each sign a separate Share Exchange Agreement (each, a “Share
Exchange Agreement”) with Sizzle II, Pubco and the Company after the Registration Statement (as defined below) becomes effective.
Transaction Consideration
At the Closing, upon the terms and subject to
the conditions set forth in the BCA, 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 (such Pubco Ordinary Shares, the
“Exchange Shares”).
Representations and Warranties
The BCA contains a number of representations
and warranties made by the Company, Sizzle II and Pubco as of the date of such agreement (or, with respect to Pubco, as of the date that
it executes and delivers a joinder to the BCA) or other specific dates solely for the benefit of certain of the parties to the BCA, which
in certain cases are subject to specified exceptions and materiality, Material Adverse Effect (as hereinafter defined), knowledge and
other qualifications contained in the BCA or in information provided pursuant to certain disclosure schedules to the BCA. “Material
Adverse Effect” as used in the BCA means with respect to the relevant party, subject to certain customary exceptions, any fact,
event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material
adverse effect upon the business, assets, liabilities, results of operations or condition (financial or otherwise) of such party and its
subsidiaries, taken as a whole. The representations and warranties made under the BCA will not survive the Closing.
In the BCA, Sizzle II made certain customary representations
and warranties to the Company and Pubco, including among others, related to the following: (1) organization and standing; (2) authorization;
binding agreement; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) SEC filings and Sizzle II financials; (7)
absence of certain changes; (8) compliance with laws; (9) actions; orders; permits; (10) taxes and returns; (11) employees and employee
benefit plans; (12) properties; (13) material contracts; (14) transactions with affiliates; (15) the Investment Company Act of 1940; (16)
finders and brokers; (17) certain business practices; (18) insurance; (19) information supplied; (20) trust account; and (21) independent
investigation.
In the BCA, upon its execution and delivery of joinder to the BCA,
Pubco will make certain customary representations and warranties to the Company and Sizzle II, including among others, related to the
following: (1) organization and standing; (2) authorization; binding agreement; (3) governmental approvals; (4) non-contravention; (5)
capitalization; (6) ownership of Exchange Shares; (7) Pubco and Merger Sub activities; (8) finders and brokers; (9) the Investment Company
Act of 1940; (10) information supplied; and (11) independent investigation.
In the BCA, the Company made certain customary
representations and warranties to Sizzle II and Pubco including among others, related to the following: (1) organization and standing;
(2) authorization; binding agreement; (3) capitalization; (4) subsidiaries; (5) governmental approvals; (6) non-contravention; (7) financial
statements; (8) absence of certain changes; (9) compliance with laws; (10) permits; (11) litigation; (12) material contracts; (13) intellectual
property; (14) taxes and returns; (15) real property; (16) personal property; (17) title to and sufficiency of assets; (18) employee matters;
(19) benefit plans; (20) environmental matters; (21) transactions with related persons; (22) business insurance; (23) top customers and
suppliers; (24) certain business practices; (25) the Investment Company Act of 1940; (26) finders and brokers; (27) information supplied;
and (28) independent investigation.
Covenants of the Parties
The BCA contains certain customary covenants for
transactions of this type by each of the parties during the period between the signing of the BCA and the earlier of the Closing or the
termination of the BCA in accordance with its terms (the “Interim Period”), including, among others, covenants regarding:
(1) the provision of access to their properties, books and personnel; (2) the operation of their respective businesses in the ordinary
course of business, in compliance with law, and using commercially reasonable efforts to preserve their respective organizations and relationships
and maintain appropriate insurance coverage; (3) the Company’s obligation to deliver financial statements; (4) Sizzle II’s
obligations with respect to its public filings and Nasdaq listing; (5) no insider trading; (6) notifications of certain events;
(7) efforts to consummate the Closing and obtain third party and regulatory approvals; (8) further assurances; (9) public
announcements; (10) confidentiality; (11) post-closing indemnification of directors and officers and tail insurance; (12) use
of trust proceeds after the Closing; (13) new employment agreements; (14) tax matters; (15) obtaining Company shareholder approval
and execution of Share Exchange Agreements; and (16) formation of Pubco and Merger Sub.
Sizzle II and the Company will be subject to a
customary “no shop” between the signing of the BCA and Closing which will preclude them from soliciting or discussing competing
transactions with other potential parties. However, the Company is permitted to: (i) solicit, negotiate and consummate up to $75 million
in debt financing (the “Bridge Debt Financing”), which may be convertible into Pubco Ordinary Shares after the Closing
(“Convertible Bridge Debt Financing”), from certain specified investors that the Company had already been in conversations
with prior to the signing of the non-binding letter of intent by Sizzle II and the Company; and (ii) continue exploring its existing acquisition
pipeline, but may not, without Sizzle II’s prior written consent, enter into any binding or non-binding agreement in principle,
letter of intent or definitive agreement with respect to any potential acquisition, or make any SEC or other governmental filing with
respect thereto.
The Company agreed to use its reasonable best
efforts to deliver to Sizzle II financial statements for the fiscal years ended December 31, 2024 and December 31, 2025 audited by a Public
Accounting Oversight Board (“PCAOB”) qualified auditor in accordance with PCAOB standards (collectively, the “PCAOB
Audited Company Financials”) as promptly as reasonably practicable after the date of the BCA, but no later than July 31, 2026
(the “PCAOB Audit Delivery Date”).
The parties also agreed to ensure Pubco’s
board of directors immediately after the Closing consists of seven (7) directors, a majority of which will be independent under the requirements
of the Applicable Exchange (as defined below) (i) with the Company being entitled to nominate and appoint five (5) directors (of
which at least three (3) must qualify as independent directors under the requirements of the Applicable Exchange); (ii) with Sizzle
II being entitled to nominate and appoint one (1) director (who must qualify as an independent director under the requirements of the
Applicable Exchange); and (iii) one (1) additional director to be mutually agreed by Sizzle II and the Company prior to the Closing
(who must qualify as an independent director under the requirements of the Applicable Exchange).
The parties further agreed that prior to the Closing,
Pubco will approve and adopt, subject to Sizzle II shareholder approval, an equity plan (the “Pubco Equity Plan”),
in form and substance reasonably satisfactory to the Company and Sizzle II. The Pubco Equity Plan will have an initial share reserve of
fifteen percent (15%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing.
Sizzle II, Pubco and the Company also agreed to
jointly prepare, and Pubco will file with the Securities and Exchange Commission (“SEC”), a registration statement
on Form F-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”)
with respect to the Pubco Ordinary Shares to be issued in connection with the Transactions. The Registration Statement will include a
proxy statement/prospectus for the purpose of soliciting proxies from the shareholders of Sizzle II for the matters relating to the Transactions
to be acted on at the special meeting of the shareholders of Sizzle II and providing Sizzle II’s public shareholders with an opportunity
to participate in the redemption of their Sizzle II Class A Ordinary Shares in connection with the Closing in accordance with the requirements
of Sizzle II’s organizational documents and initial public offering prospectus (the “Redemption”).
The parties agreed to use their reasonable best
efforts to cause Sizzle II, Pubco and/or the Company to enter into binding commitments (“Financing Agreements”) with
investors for aggregate equity financing proceeds of at least $75,000,000 (the “PIPE Financing”), on such terms, conditions
and structuring (whether equity, convertible preferred equity, convertible debt, non-redemption/backstop arrangements or otherwise) as
Sizzle II and the Company shall mutually agree. Bridge Debt Financing is explicitly excluded from the PIPE Financing and any PIPE Financing
will be on top of any Bridge Debt Financing.
Survival and Indemnification
None of the representations and warranties of
the parties to the BCA will survive the Closing, and no claim for indemnification may be made with respect thereto after the Closing.
None of the covenants and agreements of the parties
contained in the BCA will survive the Closing, and no claim for indemnification may be made with respect thereto after the Closing, except
that those covenants and agreements that by their terms are required to be performed in whole or in part after the Closing will survive
the Closing and continue until fully performed in accordance with their terms.
The BCA does not permit recourse against anyone
other than the parties to the BCA.
Conditions to Closing
The BCA contains customary conditions to Closing,
including the following mutual conditions of the parties (unless waived by all of the parties): (i) approval of the shareholders
of Sizzle II and the shareholders of the Company of the Transactions and the other matters requiring shareholder approval; (ii) any
required approvals of governmental authorities and completion of any antitrust expiration periods; (iii) no law or order preventing
the Transactions; (iv) appointment of Pubco’s board of directors as contemplated under the BCA; (v) amendment and restatement
of Pubco’s articles of association in a form to be mutually agreed by Sizzle II and the Company acting reasonably; (vi) the Registration
Statement having become effective and remaining effective in accordance with the Securities Act; and (vii) approval of Pubco’s listing
application on either Nasdaq or NYSE American, as mutually determined by the Company and Sizzle II in good faith (the “Applicable
Exchange”).
In addition, unless waived by the Company and
Pubco, the obligations of the Company, Pubco and Merger Sub to consummate the Transactions are subject to the satisfaction of the following
additional Closing conditions, in addition to the delivery by Sizzle II of customary certificates and other Closing deliverables: (i) the
representations and warranties of Sizzle II being true and correct as of the date of the BCA and as of the Closing (subject to certain
materiality qualifiers); (ii) Sizzle II having performed in all material respects its obligations and complied in all material respects
with its covenants and agreements under the BCA required to be performed or complied with by it on or prior to the date of the Closing;
(iii) absence of any Material Adverse Effect with respect to Sizzle II since the date of the BCA which is continuing and uncured;
(iv) each of the Insider Letter Amendment (as defined below) and the Sponsor Support Agreement (as defined below) being in full force
and effect; (v) the Company having received copies of the duly executed Founder Registration Rights Agreement Amendment (as defined below);
and (vi) Sizzle II and Pubco collectively having an aggregate amount of cash and cash equivalents, including funds remaining in the
trust account after giving effect to the completion and payment of the Redemption, but prior to the payment of any expenses or other liabilities
of the parties due at the Closing, that when added to the aggregate gross proceeds of all PIPE Financing and/or any bridge financing (other
than the Bridge Debt Financing), equal to at least $75,000,000 (the “Minimum Cash Condition”).
Unless waived by Sizzle II, the obligations of
Sizzle II to consummate the Transactions are subject to the satisfaction of the following additional Closing conditions, in addition to
the delivery by the Company, Pubco and Merger Sub of customary certificates and other Closing deliverables: (i) the representations
and warranties of the Company, Pubco and Merger Sub being true and correct as of the date of the BCA (or with respect to Pubco and Merger
Sub, as of the date that they execute and deliver a joinder to the BCA) and as of the Closing (subject to certain materiality qualifiers);
(ii) the Company, Pubco and Merger Sub having performed in all material respects their respective obligations and complied in all
material respects with their respective covenants and agreements under the BCA required to be performed or complied with by them on or
prior to the date of the Closing; (iii) absence of any Material Adverse Effect with respect to the Company or Pubco since the date
of the BCA which is continuing and uncured; (iv) each of the Lock-Up Agreements (as defined below), the Company Support Agreements
(as defined below) and the Insider Letter Amendment being in full force and effect; (v) Sizzle II having received duly completed
and executed Share Exchange Agreements from all Company securityholders as of the Closing; and (vi) Sizzle II having received copies
of the duly executed Seller Registration Rights Agreement (as defined below) and Founder Registration Rights Agreement Amendment.
Termination
The BCA may be terminated under certain customary
and limited circumstances at any time prior to the Closing, including: (i) by mutual written consent of Sizzle II and the Company;
(ii) by either Sizzle II or the Company if any of the conditions to Closing have not been waived or satisfied by the later of (A) October
10, 2026 and (B) four (4) months after the date on which the PCAOB Audited Company Financials are delivered to Sizzle II (the “Outside
Date”), so long as the terminating party’s breach was not the cause of the failure to close; (iii) by either Sizzle
II or the Company if a governmental authority of competent jurisdiction issues an order or takes other action permanently preventing the
Transactions and such order has become final and non-appealable; (iv) by the Company, if there has been a material breach by Sizzle
II of any of its representations, warranties, covenants or agreements that would result in the failure of the related closing condition,
and such breach is incapable of being cured or is not cured within twenty (20) days after written notice (and the Company is not also
in material uncured breach); (v) by Sizzle II to the Company, if there has been a breach by the Company, Pubco or Merger Sub of any
of their respective representations, warranties, covenants or agreements that would result in the failure of the related closing condition,
and such breach is incapable of being cured or is not cured within twenty (20) days after written notice (and Sizzle II is not also in
material uncured breach); (vi) by Sizzle II if there has been a Material Adverse Effect on the Company or Pubco following the date
of the BCA which is uncured and continuing; (vii) by either Sizzle II or the Company if the required approval of Sizzle II’s
shareholders is not obtained at the Sizzle II shareholder meeting; (viii) by either Sizzle II or the Company if the required approval
of the Company’s shareholders is not obtained at the meeting of Company shareholders to be called in accordance with the BCA; and
(ix) by Sizzle II if the Company has not delivered the PCAOB Audited Company Financials by the PCAOB Audit Delivery Date, as such
date may be extended upon the Company’s reasonable request and prior written consent (not to be unreasonably withheld, delayed or
conditioned) of Sizzle II (provided that such termination right may no longer be exercised after the Company has delivered the PCAOB Audited
Company Financials).
If the BCA is terminated, all further obligations
of the parties under the BCA (except for certain obligations related to publicity, confidentiality, waiver of claims against the trust
account, fees and expenses, termination and general provisions) will terminate, and no party to the BCA will have any further liability
to any other party thereto except for liability for willful breach or fraud prior to termination.
Trust Account Waiver
The Company agreed (and upon their execution and
delivery of a joinder to the BCA, Pubco and Merger Sub will agree) that it and its affiliates will not have any right, title, interest
or claim of any kind in or to any monies in Sizzle II’s trust account (including any distributions therefrom) held for its public
shareholders, and irrevocably waived (and with respect to Pubco and Merger Sub, will waive) any right to make any claim against the trust
account (including any distributions therefrom to Sizzle II’s public shareholders).
Governing Law
The BCA is governed by New York law. The state
and federal courts located in New York, New York will have exclusive jurisdiction over any disputes arising out of or relating to the
BCA.
A copy of the BCA is filed with this Current
Report on Form 8-K (this “Form 8-K”) as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description
of the BCA is qualified in its entirety by reference thereto.
The BCA contains representations, warranties
and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions
embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are
subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The BCA has
been filed with this Form 8-K in order to provide investors with information regarding its terms. It is not intended to provide any other
factual information about Sizzle II, the Company, Pubco, Merger Sub or any other party to the BCA. In particular, the representations,
warranties, covenants and agreements contained in the BCA, which were made only for purposes of such agreement and as of specific dates,
were solely for the benefit of the parties to the BCA, may be subject to limitations agreed upon by the contracting parties (including
being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the BCA instead
of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ
from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties,
covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to
the BCA. In addition, the representations, warranties, covenants and agreements and other terms of the BCA may be subject to subsequent
waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may
change after the date of the BCA, which subsequent information may or may not be fully reflected in Sizzle II’s public disclosures.
Related Agreements
This section describes the material provisions
of certain additional agreements entered into or to be entered into pursuant to the BCA (the “Related Agreements”)
but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete
text of each of the Related Agreements, copies of each of which are attached hereto as exhibits. Shareholders and other interested parties
are urged to read such Related Agreements, or forms thereof, in their entirety.
Sponsor Support Agreement
Contemporaneously with the execution of the BCA,
Sizzle II, the Company and VO Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), entered into a
Sponsor Support Agreement (the “Sponsor Support Agreement”) pursuant to which the Sponsor agreed to support the Transactions
and to vote all of its Sizzle II shares in favor of the BCA and the Transactions. The Sponsor also agreed to take certain other actions
in support of the BCA and the Transactions and to refrain from taking such actions that would adversely impede the ability of the parties
to perform the BCA. The Sponsor also agreed in the Sponsor Support Agreement to waive certain of the antidilution protections contained
in Sizzle II’s amended and restated articles and memorandum of organization with respect to its Sizzle II Class B Ordinary Shares.
The Sponsor Support Agreement also prevents transfers of Sizzle II securities held by the Sponsor between the date of the Sponsor Support
Agreement and the date of the Closing or earlier termination of the BCA unless it is to a permitted transferee who executes a joinder
to the Sponsor Support Agreement.
A copy of the Sponsor Support Agreement is filed
as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference, and the foregoing description of the Sponsor Support Agreement
is qualified in its entirety by reference thereto.
Lock-Up Agreement
Contemporaneously with the execution of the BCA,
each of the Company’s shareholders entered into a lock-up agreement with Sizzle II (each, a “Lock-Up Agreement”),
to which Pubco will become a party after its formation by executing and delivering a joinder agreement thereto. Pursuant to each Lock-Up
Agreement, the applicable Company shareholder agreed not to, during the period commencing from the Closing and ending the earlier of (i)
6 months after the date of the Closing and (ii) subsequent to the Closing, the date on which the Pubco completes a liquidation, merger,
share exchange, reorganization or other similar transaction that results in all of Pubco’s shareholders having the right to exchange
their shares for cash, securities or other property: (A) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract
to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,
or otherwise transfer or dispose of, directly or indirectly, any Pubco Ordinary Shares received in the Share Exchange, (B) enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such
shares, or (C) publicly disclose the intention to do any of the foregoing (in each case, subject to certain limited permitted transfers
where the recipient takes the shares subject to the restrictions in the Lock-Up Agreement).
A form of Lock-Up Agreement is filed as Exhibit
10.2 to this Form 8-K and is incorporated herein by reference, and the foregoing description of the form of Lock-Up Agreement is qualified
in its entirety by reference thereto.
Company Support Agreements
Contemporaneously with the execution of the BCA,
each of the Company’s shareholders entered into a Company Support Agreement (each, a “Company Support Agreement”)
with Sizzle II and the Company pursuant to which, among other things, each such Company shareholder agreed to support the Transactions
and vote all of their Company securities in favor of the BCA and the Transactions and to execute and deliver a Share Exchange Agreement
after the effectiveness of the Registration Statement. Each Company shareholder also agreed to take certain other actions in support of
the BCA and the Transactions and to refrain from taking such actions that would adversely impede the ability of the parties to perform
the BCA. The Company Support Agreement also prevents transfers of Company securities held by the Company shareholder between the
date of the Company Support Agreement and the date of the Closing or earlier termination of the BCA unless it is to a permitted transferee
who executes a joinder to the Company Support Agreement.
A form of Company Support Agreement is filed as
Exhibit 10.3 to this Form 8-K and is incorporated herein by reference, and the foregoing description of the form of Company Support Agreement
is qualified in its entirety by reference thereto.
Insider Letter Amendment
Contemporaneously with the execution of the BCA,
Sizzle II, the Sponsor and the officers and directors of Sizzle II and any other holders of Sizzle II Class B Ordinary Shares entered
into an amendment (the “Insider Letter Amendment”) to the letter agreement entered into by them at Sizzle II’s
initial public offering (the “Insider Letter”), to which Pubco will become a party after its formation by executing
and delivering a joinder agreement thereto. Under the Insider Letter Amendment, the Insider Letter was amended so that (i) Pubco
will be given the right to enforce the terms of Sections 1 and 8 of the Insider Letter against the Sizzle II insiders party thereto,
(ii) at the Closing, Pubco will assume and be assigned the rights and obligations of Sizzle II under the Insider Letter, and (iii) effective
as of the Closing, the lock-up applicable to each Sizzle II insider for any Pubco shares that they receive in the Merger (including for
their Sizzle II Class A Ordinary Shares and Sizzle II Rights) will be changed to the earlier of (A) six (6) months after the Closing and
(B) subsequent to the Closing, the date on which the Pubco consummates a subsequent liquidation, merger, share exchange or other similar
transaction which results in all of Pubco’s shareholders having the right to exchange their Pubco Ordinary Shares for cash, securities
or other property.
A copy of the Insider Letter Amendment is filed
as Exhibit 10.4 to this Form 8-K and is incorporated herein by reference, and the foregoing description of the Insider Letter Amendment
is qualified in its entirety by reference thereto.
Seller Registration Rights Agreement
At or prior to the Closing, Pubco and the Sellers
will enter into a Registration Rights Agreement, in substantially the form attached to the BCA (the “Seller Registration Rights
Agreement”), which will become effective at the Closing. Pursuant to the Seller Registration Rights Agreement, each Seller party
thereto will be granted registration rights with respect to their Pubco Ordinary Shares to be received in the Transactions which rights
will have substantially the same priorities and registration rights as the Sponsor and the other “Holders” under the Founder
Registration Rights Agreement (as amended by the Founder Registration Rights Agreement Amendment).
The form of Seller Registration Rights Agreement
is filed as Exhibit 10.5 to this Form 8-K and is incorporated herein by reference, and the foregoing description of the form of Seller
Registration Rights Agreement is qualified in its entirety by reference thereto.
Founder Registration Rights Agreement Amendment
At or prior to the Closing, Pubco, Sizzle II,
the Sponsor, Cantor Fitzgerald & Co (the “Underwriter Representative”) and the other “Holder” parties
to that certain Registration Rights Agreement, dated as of April 1, 2025 (the “Founder Registration Rights Agreement”),
by and among Sizzle II, the Sponsor, the Underwriter Representative and the other “Holder” parties thereto will enter into
an amendment to the Founder Registration Rights Agreement, in substantially the form attached to the BCA (the “Founder Registration
Rights Agreement Amendment”), which will become effective as of the Closing. Pursuant to the Founder Registration Rights Agreement
Amendment, Pubco will assume Sizzle II’s obligations under the Founder Registration Rights Agreement, as amended, the rights under
such agreement will apply to the Pubco securities received in the Transactions and the rights of the “Holder” parties thereunder
will be pari passu with the rights of the Sellers under the Seller Registration Rights Agreement.
The form of Founder Registration Rights Agreement
Amendment is filed as Exhibit 10.6 to this Form 8-K and is incorporated herein by reference, and the foregoing description of the form
of Founder Registration Rights Agreement Amendment is qualified in its entirety by reference thereto.
Share Exchange Agreement
The Company agreed in the BCA to use its reasonable
best efforts to deliver to Sizzle II as promptly as practicable after the effectiveness of the Registration Statement a Share Exchange
Agreement for each Company securityholder, completed and duly executed by such Company securityholder, the Company and Pubco. In the Share
Exchange Agreements, each Company securityholder party thereto will make certain customary representations, warranties and covenants in
the Share Exchange Agreement relating to the Transactions and will agree to transfer their shares to Pubco in exchange for their pro rata
portion of the Exchange Shares.
The form of Share Exchange Agreement is filed
as Exhibit 10.7 to this Form 8-K and is incorporated herein by reference, and the foregoing description of the form of Share Exchange
Agreement is qualified in its entirety by reference thereto.
Additional Information and Where to Find It
In connection with the Transactions, Pubco intends
to file a registration statement on Form F-4 with the 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 Transactions (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
Transactions and will contain important information about the Transactions 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, the Company, Pubco and the Transactions. 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 Transactions, 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, the Company, 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 Transactions. 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 Transactions will be set forth in the proxy statement/prospectus for the Transactions,
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 Transactions 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 Transactions 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,
the Company’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 in a timely manner or at all; the risk that the Transactions 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, the Company, Pubco or others following the announcement of the Transactions and any definitive agreements with respect thereto;
the inability to satisfy the conditions to the consummation of the Transactions, including the approval of the Transactions by the shareholders
of Sizzle II or the Minimum Cash Condition; the inability of the parties to raise all or any portion of the contemplated PIPE Financing;
the occurrence of any event, change or other circumstance that could give rise to the termination of the BCA relating to the Transactions;
the ability to list on the Applicable Exchange or to meet the Applicable Exchange listing standards or requirements following the consummation
of the Transactions; the effect of the announcement or pendency of the Transactions on the Company’s or Sizzle II’s business
relationships, operating results, or other current plans and operations of the Company or Sizzle II; the ability to recognize the anticipated
benefits of the Transactions, which may be affected by, among other things, competition and the ability of Pubco to grow and manage growth
profitably; the possibility that the Company, Pubco and Sizzle II may be adversely affected by other economic, business, and/or competitive
factors; the Company’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 the Company, including the
timing of the completion of the Transactions; the Company’s, Sizzle II’s and/or Pubco’s ability to execute on their
business plans and strategy; the expected use of proceeds from the Transactions; 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 Transactions, 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, the Company or Pubco presently know, or that Sizzle II, the Company 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. None of Sizzle II, the Company 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.
(d) Exhibits
| Exhibit No. |
|
Description |
| 2.1* |
|
Business Combination Agreement, dated as of April 13, 2026, by and among Sizzle II, the Company and, upon the execution and delivery of joinder agreements thereto, Pubco and Merger Sub |
| 10.1 |
|
Sponsor Support Agreement, dated as of April 13, 2026, by and among Sizzle II, the Company and the Sponsor |
| 10.2 |
|
Form of Lock-Up Agreement, dated as of April 13, 2026, by and among Sizzle II, the holder of Company Ordinary Shares named therein, and upon execution and delivery of a joinder agreement thereto, Pubco |
| 10.3 |
|
Form of Company Support Agreement, dated as of April 13, 2026, by and among Sizzle II, the Company and the holder of Company Ordinary Shares named therein |
| 10.4 |
|
Insider Letter Amendment, dated as of April 13, 2026, by and among Sizzle II, the Sponsor and the officers and directors of Sizzle II |
| 10.5 |
|
Form of Seller Registration Rights Agreement |
| 10.6 |
|
Form of Founder Registration Rights Agreement Amendment |
| 10.7 |
|
Form of Share Exchange Agreement |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | The exhibits and schedules to this Exhibit have been omitted
in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted
exhibits and schedules upon its request. |
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 17, 2026 |
By: |
/s/ Steve Salis |
| |
|
Name: |
Steve Salis |
| |
|
Title: |
Chief Executive Officer |
