Announcement • Apr 14
Trasteel Holding S.A. entered into a definitive agreement to acquire Sizzle Acquisition Corp. II (NasdaqGM:SZZL) in a reverse merger transaction. Trasteel Holding S.A. entered into a definitive agreement to acquire Sizzle Acquisition Corp. II (NasdaqGM:SZZL) in a reverse merger transaction on April 13, 2026. The transaction consideration consists of newly issued Pubco shares based on a pre-money equity value of Trasteel of $800 million. The combined company is expected to have an implied pro forma enterprise value of approximately $1.3 billion at closing, assuming no Sizzle II shareholder redemptions, estimated post-closing shares outstanding at $10 per share, and net debt of about $184 million. Under the business combination agreement, immediately prior to the closing, each outstanding public and private unit of Sizzle II will automatically separate into one Class A ordinary share and one right entitling the holder to receive one-tenth of a Class A ordinary share, with such rights aggregated and converted in accordance with their terms. At the same time, each outstanding Class B ordinary share of Sizzle II will automatically convert into one Class A ordinary share. Trasteel’s existing shareholders will roll over 100% of their equity into Pubco. Trasteel and Sizzle II intend to list Pubco on the Nasdaq Stock Market LLC, under the symbol “TSTL”, with each of Trasteel and Sizzle II becoming wholly owned subsidiaries of Pubco. The business combination is expected to be funded by Sizzle II cash held in trust.
The transaction is subject to approval of the shareholders of each of Trasteel and Sizzle II and is subject to other customary closing conditions. The deal has been unanimously approved by the boards of directors of Trasteel and Sizzle II. The closing is expected to occur by the end of 2026.
Young America Capital, LLC acted as financial advisor and Greenberg Traurig, LLP acted as legal advisor for Trasteel Holding S.A. Cantor Fitzgerald & Co. is acting as capital markets advisor and Ellenoff Grossman & Schole LLP acted as legal advisor for Sizzle Acquisition Corp. II. 
