Business Context and Reporting Period
Sizzle Acquisition Corp. II (Sizzle II) is a Cayman Islands exempted company and a Special Purpose Acquisition Company (SPAC) incorporated on July 8, 2024. The company is an emerging growth company and a shell company formed to effect a business combination. This Form 10-Q covers the quarterly period ended June 30, 2026. As of the filing date, the company has not commenced operations other than identifying and evaluating acquisition targets. On April 13, 2026, the company entered into a Business Combination Agreement with Trasteel Holding S.A. (Trasteel).
Key Financial Metrics
| Metric | Period Ended June 30, 2026 | Period Ended June 30, 2025 |
|---|---|---|
| Net Income (Six Months) | $3,422,685 | $2,031,279 |
| Net Income (Three Months) | $1,820,396 | $2,073,406 |
| General & Administrative Costs (Six Months) | $763,607 | $249,063 |
| Trust Account Balance | $241,193,502 | $237,007,209 |
| Per Share Redemption Value | $10.49 | $10.30 |
| Cash (Operating) | $340,147 | $805,124 |
| Working Capital | $52,342 | $792,589 |
| Deferred Underwriting Fee | $10,950,000 | $10,950,000 |
Material Changes vs. Prior Period
- Operating Expenses: General and administrative costs increased significantly to $763,607 for the six months ended June 30, 2026, compared to $249,063 in the same period in 2025. This reflects increased costs associated with being a public company and pursuing the Trasteel business combination.
- Trust Account Growth: The Trust Account balance increased by approximately $4.19 million to $241.19 million, driven by interest income earned on U.S. government treasury obligations and money market funds.
- Liquidity Decline: Operating cash decreased from $805,124 to $340,147, and working capital declined from $792,589 to $52,342 due to operating expenditures.
- Business Combination: A material development occurred with the signing of the Business Combination Agreement with Trasteel on April 13, 2026, which was not present in the prior year period.
Outlook, Risks, and Management Commentary
- Business Combination Status: The company is actively pursuing the Trasteel Business Combination. The transaction involves a merger with Trasteel Holding S.A., a Luxembourg company. The company has until April 3, 2027 (24 months from IPO) to consummate a business combination.
- Going Concern: Management has raised substantial doubt about the company's ability to continue as a going concern. The company lacks sufficient financial resources to sustain operations for one year from the issuance date without additional capital or the completion of a business combination.
- Liquidity Strategy: To fund working capital deficiencies, the Sponsor or affiliates may provide "Working Capital Loans" (up to $1.5 million convertible into units). As of June 30, 2026, no such loans were outstanding.
- Risks: Risks include the failure to complete the Trasteel Business Combination, potential delisting from Nasdaq if the 36-month requirement is not met, and the possibility of mandatory liquidation if a combination is not consummated by the deadline.
- Unusual Items: The company recorded share-based compensation related to the assignment of Founder Shares to independent directors, valued at $206,780, though recognition is contingent on the consummation of a business combination.
Investor Verification Checklist
- Verify the status of the Trasteel Business Combination Agreement and any required shareholder votes or regulatory approvals.
- Confirm the liquidity position and whether the Sponsor has committed to providing additional Working Capital Loans to sustain operations until the combination closes.
- Review the Trust Account balance and redemption rights, noting the current per-share value of $10.49.
- Assess the Deferred Underwriting Fee of $10.95 million payable upon closing and its impact on post-transaction cash flow.
- Monitor the April 3, 2027 deadline for completing a business combination to avoid mandatory liquidation.