Sizzle Acquisition Corp. II (Nasdaq: SZZL) filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission on September 30, 2026, disclosing the submission of a draft registration statement on Form F-4. The filing confirms the previously announced business combination between Sizzle II and Trasteel Holding S.A.
The Business Combination Agreement, dated April 13, 2026, was entered into by Sizzle II, Trasteel Holding S.A., Trasteel S.A., and Trasteel Merger Sub Limited. Under the terms of the agreement, Trasteel S.A. (Pubco) will acquire all issued and outstanding shares of Trasteel in exchange for Pubco ordinary shares. Simultaneously, Trasteel Merger Sub will merge with and into Sizzle II, with both entities surviving as wholly owned subsidiaries of Pubco.
The draft registration statement, submitted by Pubco on September 30, 2026, includes a proxy statement for Sizzle II shareholders and a prospectus for the registration of Pubco securities. The document has not yet been filed or declared effective by the SEC and remains subject to review.
Trasteel is a global steel trading and industrial group founded in 2009, with headquarters in Lugano, Switzerland, and Luxembourg. The company operates across more than 60 countries and employs over 1,400 people. Following the closing of the business combination, Pubco is expected to list on the Nasdaq Stock Market under the ticker symbol "TSTL."
The filing outlines that the business combination is subject to the Registration Statement being declared effective by the SEC and the approval of Sizzle II shareholders. The agreement also includes conditions regarding the completion of the transaction by April 3, 2027, or the potential liquidation and dissolution of Sizzle II if the deadline is missed.
