Sizzle Acquisition Corp. II

This disclosure sets the baseline for the redemption campaign and proxy process, locking valuation and conversion ratios ahead of the F-4 filing. Management and Trasteel executives (Chairman Giuseppe Mannina and CEO Gianfranco Imperato) characterize the target as a global dual-model platform citing 2025 preliminary Swiss GAAP FER revenues of $1,821.1M*, gross margin of $147.5M*, EBITDA of $60.3M*, and profit for the period of $7.5M*. They frame the approximately 1.5 trillion dollar global steel market (approximately 1,885 million metric tons production, 1,742 million metric tons consumption) as structurally fragmented, supporting Trasteel’s reported footprint of 60+ countries, 4,000+ customers, approximately $1.1 bn/$ in trading sales across more than 170 people, and approximately $766 m/$ in industrial sales from 13 factories across 6 countries processing roughly 800 k/Mt annually. Strategy centers on a hedged, back-to-back trading model claiming no speculative exposure, while positioning geopolitical routing disruptions as margin-neutral or positive due to cost-shifting mechanisms, and AI-driven data center buildouts as secular tailwinds for steel and aluminum demand. Use of proceeds guidance targets $150 - 200 M/$ for working capital, $150 - 200 M/$ for trading desk expansion, greater than $30 M/$ annual EBT improvement for deleveraging, and $30 - 60 m $ equity deployments across identified industrial acquisition targets. Advisory representation lists Young America Capital LLC and Greenberg Traurig LLP for Trasteel, alongside Cantor Fitzgerald & Co. and Ellenoff Grossman & Schole LLP for Sizzle II. Risk disclosures warn of reliance on key personnel, integration complexities, cyclical price volatility, Middle East shipping corridor disruptions, and potential float dilution from public share redemptions.

Confirms $237M trust with $10.30/share redemption value, no imminent deadline pressure (April 2027), no deal agreement signed, no redemptions yet; management team has precedent (Sizzle I merger with Critical Metals); sponsor owns 25.79% of total shares; share lock-up six months post-combination.

The trust per share increased to $10.20 from IPO price of $10.00 due to interest income, providing a small cushion for future redemptions. The SPAC continues to operate within its 24-month deadline (April 3, 2027) without an announced target, which may increase pressure to find a deal. The absence of any working capital loans or other funding indicates management is relying solely on IPO proceeds.

Institutional amendments to Schedule 13G filings routinely reflect portfolio rebalancing, arbitrage position sizing, or shifting confidence ahead of a business combination. For SZZL, monitoring large-block holder adjustments near the reported $10.49 trust level helps estimate secondary market liquidity, redemption pressure, and the voting weight available at the 2027-04-03 deadline. Sophisticated asset managers adjusting positions may signal expectations regarding merger success, extension likelihood, or sponsor execution risk, though the excerpt supplies no quantifiable data to confirm direction or scale. Materiality rests on subsequent schedule details revealing whether AQR is accumulating ahead of the vote or reducing exposure.

Sets the trust-value and deadline mechanics: the Combination Period runs to April 3, 2027, 24 months from the IPO closing, with no extension requested in this filing. Public shareholders may redeem in connection with a Business Combination or, absent a deal by April 3, 2027, receive the trust account per-share amount less taxes payable and up to $100,000 of interest for dissolution expenses; rights expire worthless if no deal closes. Management states it plans to consummate a Business Combination before the end of the Combination Period, and the filing notes the Nasdaq 36-month requirement, warning that failure to meet it could lead to suspension and delisting. The sponsor may also, in its discretion, consider selling its interest to another sponsor entity, which could result in a management change. Investors should rely on the $10.10 per-share trust figure stated in this filing rather than the $10.49 metadata, and watch for any future target announcement, extension vote, or sponsor transfer.

For investors tracking redemption horizons, trust economics, and sponsor behavior, this exhibit contains zero claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or corporate governance. The only assertions present are the signatories' legal attestation of filing eligibility and accountability, explicitly attributed to Jamie Karson and Steve Salis on behalf of the sponsor vehicles. The filing's sole function is administrative compliance for ongoing Section 13(d) reporting during the deal-announced phase. Investors should monitor for subsequent Schedule 13D amendments, as those will be the definitive source for detecting material position changes, tender positioning, or shifts in sponsor alignment that could impact outcomes before the operative reporting cutoff.

Per Note 1 and the audited financial statements, the Company has not selected a specific target and has not engaged in substantive discussions with any prospective target, preserving its blank-check status. Management’s stated acquisition strategy requires a target with a fair market value equal to at least 80% of the net trust balance at signing, and mandates that the post-business combination entity acquire or own 50% or more of outstanding voting securities to avoid registering as an investment company under the Investment Company Act of 1940. Sponsor conduct and capital structure adjustments disclosed in the notes include: issuance of 7,666,667 Class B founder shares for a $25,000 capital contribution (approximately $0.003 per share), with 1,000,000 shares rendered permanently vested following the full over-allotment exercise; assignment of 140,000 founder shares to three independent directors on March 27, 2025 valued at $206,780 total (or $1.477 per share, calibrated using a $9.85 underlying price, a 4.28% risk-free rate, and a 15.0% market adjustment); a monthly administrative services agreement committing $15,000 to VO Sponsor II Management, LLC starting April 1, 2025; and a letter agreement waiving sponsor and director redemption rights for founder and private placement shares while maintaining indemnity liability to the Company if third-party claims reduce trust assets below $10.00 per public share. Each unit carries a Right valued at $0.148 ($3,404,000 aggregate) entitling holders to one-tenth of a Class A ordinary share upon business combination consummation, classified in shareholders’ deficit with no future remeasurement. Per the signature block executed by Chief Executive Officer Steve Salis on April 9, 2025, the Company operates as a Cayman Islands exempted emerging growth company with a December 31 fiscal year end, generates zero operating revenue and zero tax provision as of the balance sheet date, and holds trust funds initially in cash or short-term U.S. government treasury obligations and Rule 2a-7 money market funds to mitigate Investment Company Act classification risk.

The filing documents sponsor-group accumulation in the secondary market at $10 per share. According to the SEC report, these transactions do not interact with the corporate trust, meaning shareholder redemption requests, cash sufficiency for exits, and extension voting mechanics proceed unaffected. The disclosure nonetheless supplies auditable evidence of insider capital deployment and positioning relative to the pending 2027-04-03 deadline, allowing investors to monitor sponsor conduct independently of merger execution timelines.

This filing confirms that SZZL is now a publicly traded SPAC with $230,000,000 in trust. The trust value per share is $10.00 based on 23,000,000 units sold. The 24-month deadline is April 3, 2027. The company has a new charter governing shareholder rights and redemptions. The filing of all standard IPO agreements makes the mechanics for a future deal transparent.

According to the prospectus, the $0.003 founder share acquisition cost versus the $10.00 public price creates immediate material dilution and structurally incentivizes the sponsor and management to close any transaction within the 24-month window, even with a deteriorating target, as highlighted in the Risk Factors and Sponsor Information sections. Anti-dilution provisions ensure founder shares will automatically convert to represent exactly 25% of post-offering ordinary shares after accounting for redemptions and PIPE issuances.

For investors tracking redemption deadlines, trust value, extensions, and deal progress, this filing confirms the SPAC's IPO structure: trust per-share value is $10.00 at closing; there is no specified redemption threshold; the completion window is 24 months; and any extension requires a shareholder vote with an accompanying redemption right. The filing also discloses that the sponsor, officers, and directors waive redemption rights on founder shares and private placement shares, but non-managing sponsor investors who purchase public shares retain redemption rights.

This filing establishes the mechanics for the SPAC's IPO, including the trust value ($10.00 per unit), redemption rights, and the 24-month deadline. It also details sponsor conduct, dilution, conflicts of interest, and the terms of the founder shares and private placement units. Investors evaluating redemption timing and deal progress need this baseline information.

This filing establishes the redemption mechanics: public shareholders may redeem their shares at a per-share price equal to the trust account balance (including interest, less taxes) divided by outstanding public shares upon a business combination or if the company liquidates for failing to complete a combination within 24 months. The trust value is initially $10.00 per share. Extensions beyond 24 months require shareholder approval with redemption rights. The sponsor's nominal cost for founder shares ($0.003 per share) creates potential conflicts of interest. Ten non-managing sponsor investors may acquire indirect interests in founder shares at nominal cost, potentially aligning them with the sponsor. The company has not yet selected any target and has not initiated substantive discussions with any target.

According to the prospectus, the nominal founder share cost creates a structural conflict of interest where insiders may pursue riskier or lower-value targets to recoup their $4,600,000 aggregate early investment (including the $4,575,000 sponsor warrant purchase) even if public shares decline.

This document establishes the structural baseline, timeline, and economic incentives for a new SPAC vehicle managed by the Sizzle I leadership team. According to the filing, Sizzle I previously raised $155.0 million and merged with Critical Metals Corp (CRML) on February 27, 2024; as of August 16, 2024, CRML traded at $10.03 with an approximate $900 million market capitalization. The $10.05 per-share trust value and 24-month deadline dictate the redemption calendar and extension triggers that investors must monitor.

This responsive filing reveals active SEC pressure to front-load dilution mechanics and sponsor-flexibility risks before pricing, directly shaping how public shareholders model post-offering ownership and redemption thresholds. By acknowledging that management targets enterprise values beyond trust plus private warrant cash, the Company signals inevitable reliance on PIPEs or working-capital conversion, introducing variable dilution trajectories outside the static trust baseline. The explicit confirmation that non-managing sponsor members lack governance levers and face no holding or voting mandates isolates insider decision-making authority, while the unconditional transfer provision warns that sponsor continuity remains contractually optional until combination. Historically, SEC commentary loops delay pricing and force amendment cycles; however, the structured acknowledgment of dilution warnings and financing gaps suggests proactive compliance rather than strategic retreat. Investors tracking the 2027 deadline should monitor whether subsequent filings quantify Sizzle I's historical trust behaviors, as legacy extension mechanics frequently calibrate market expectations for redemption pacing and sponsor credibility.

This comment letter establishes the mandatory disclosure adjustments required before the registration statement reaches effectiveness, directly shaping deal pacing and public shareholder evaluation windows. By forcing granular transparency on prior fund redemption behavior, convertible working capital limits, sponsor economic alignment, and dilution waterfall assumptions, the SEC ensures investors possess concrete parameters to weigh against trust value preservation, redemption calculus, and post-combination ownership percentage before casting votes or exercising exit rights.

This document structurally defines the economic and temporal parameters that dictate public shareholder outcomes. The prospectus specifies a $10.05 per-share trust allocation, setting a distinct baseline for redemption liquidity and post-deal valuation mechanics. Management states the 24-month completion window establishes a rigid deadline for value creation or triggers mandatory liquidation procedures if unmet.

What changed: SEC Form 425 filing routing a corporate press release announcing the formation of QTrasteel, a 50-50 joint venture between Trasteel Holding S.A. and Al Qalaa International Group. The filing reports no adjustment to the trust value or the organizational deadline. It reaffirms that the proposed business combination announced on April 13, 2026 is expected to close in 2026, while embedding a standard risk warning that the merger may not complete by the existing deadline or secure an extension. It states that Pubco will file a Form F-4 registration statement containing a definitive proxy statement/prospectus, though no record date or shareholder vote schedule has been set. Sizzle II CEO Steve Salis commented that the joint venture activity is 'consistent with management’s long history of executing successful initiatives.' Why it matters: Beyond procedural mechanics, Trasteel CEO Gianfranco Imperato framed QTrasteel as a strategic platform designed to access high-growth markets across the Middle East and North Africa by leveraging Al Qalaa’s institutional relationships and government-facing opportunities. Trasteel operates in more than 60 countries, employs over 1,400 people, and serves over 4,000 customers globally, while Abu Dhabi-based Al Qalaa brings over 700 employees and regional market access. Federico Guiducci (Trasteel’s CFO & CIO) and Amr Magdy (Trasteel’s Head of MENA Region) will join a four-member governing board alongside Al Qalaa appointees, with major strategic and budgetary decisions requiring mutual committee approval. These operational commitments indicate substantial pre-combination commercial scaling and shared control structures that will dictate post-merger integration pacing, cash deployment, and sponsor oversight, directly informing redemption calculus even though the contractual timeline and trust floor remain untouched.

What changed: Quarterly report on Form 10-Q for the period ended March 31, 2026, filed by Sizzle Acquisition Corp. II, a blank check company (SPAC) that has not yet completed an initial business combination. The report covers the first quarter of fiscal 2026 and includes unaudited financial statements, management discussion, and a subsequent event disclosing the April 13, 2026 business combination agreement with Trasteel Holding S.A. Trust value rose to $239,045,028 ($10.39 per share) from $237,007,209 ($10.30 per share) at year-end 2025, driven by $2,037,819 of interest income. Net income was $1,602,289, compared to a net loss of $42,127 in the prior-year period. The company reported a working capital deficit of $380,420 and a going concern warning. As of March 31, 2026, no definitive business combination had been entered into; however, on April 13, 2026 (after quarter-end), the company signed a business combination agreement with Trasteel, a Luxembourg steel company, structured as a share exchange and merger with a newly formed Luxembourg public company (Pubco). No redemption mechanics or extension votes occurred during the quarter. Why it matters: This filing provides the most recent financial snapshot before the announced Trasteel merger. The trust per-share value of $10.39 exceeds the $10.00 IPO price, indicating no redemption pressure. The subsequent event of the Trasteel deal is the key development: it gives investors a target and a timeline. The going concern disclosure is standard but underscores the April 3, 2027 deadline. Sponsor conduct remains routine (no new loans, no forfeitures).

What changed: Current Report on Form 8-K filed as a Rule 425 communication announcing the entry into a definitive Business Combination Agreement (BCA) among Sizzle Acquisition Corp. II (SPAC), Trasteel Holding S.A. (target), and to-be-formed Pubco and Merger Sub. Sizzle II disclosed a definitive business combination with Trasteel, a global steel, metals and energy trading company. Key terms: aggregate enterprise value of $800 million in Pubco ordinary shares valued at $10.00 per share; at least $75 million PIPE financing required; minimum cash condition of $75 million at closing; lock-up for Trasteel shareholders of 6 months; sponsor lock-up reduced to 6 months; termination date of October 10, 2026 or 4 months after PCAOB-audited financials are delivered; PCAOB audit delivery deadline of July 31, 2026; trust account balance as of signing is at least $240.8 million (per SPAC's representation). Why it matters: This filing provides the first definitive terms for the SPAC's target, including valuation, structure, conditions, and timeline. Investors can now assess the deal's risk/reward, redemption mechanics, and the minimum cash condition. The target is a large international commodity trading business, and the transaction includes a significant PIPE requirement and a clear deadline for closing.

What changed: 8-K filed to disclose the execution of a Business Combination Agreement (BCA) with Trasteel Holding S.A., a Luxembourg-based global steel, metals and energy trading and processing company, providing the full terms of the proposed business combination. Sizzle Acquisition Corp. II entered into a BCA to acquire Trasteel in a reverse merger structured as a share exchange and merger. The aggregate consideration is $800,000,000 in Pubco ordinary shares valued at $10.00 per share. The SPAC's trust account held at least $240,800,000 as of signing. The transaction includes a minimum cash condition of $75,000,000, with a PIPE financing target of at least $75,000,000. The Outside Date for closing is the later of October 10, 2026 and four months after delivery of PCAOB-audited financials. The sponsor (VO Sponsor II, LLC) agreed to vote in favor and waived anti-dilution protections on its 7,666,667 Class B shares. Company shareholders will be subject to a 6-month lock-up; SPAC insiders' lock-up was reduced to 6 months. The post-closing board will have 7 directors: 5 nominated by Trasteel, 1 by SPAC, and 1 mutually agreed. The parties will file a Form F-4 registration statement and hold a SPAC shareholder meeting for approval. Why it matters: This is a definitive deal announcement for a SPAC that had been searching for a target. The $800 million valuation implies a significant enterprise value for a commodity trading business. The trust account of ~$240.8 million and the $75 million minimum cash condition (including PIPE) set a floor for cash available post-redemption. The filing provides full contractual terms, including conditions, termination rights, and lock-up periods, enabling investors to evaluate the risk of redemption, dilution, and timing. The deal's completion depends on shareholder approval, regulatory clearances, and raising the PIPE, which are key risks.

What changed: A Form 8-K Rule 425 communication furnishing a press release and investor presentation to announce the execution of a definitive Business Combination Agreement between Sizzle Acquisition Corp. II and Trasteel Holding S.A. This filing opens the formal solicitation window by attaching the executed agreement, a press release, and a detailed investor deck. Regarding deal mechanics, the agreement stipulates that Sizzle II’s private and public units automatically separate into Class A ordinary shares and rights, rights aggregate per holder and convert into Class A shares, Class B ordinary shares convert one-for-one into Class A shares, and all such Sizzle securities are canceled in exchange for newly issued Pubco Ordinary Shares valued for transaction purposes at $10.00 per share. Existing Trasteel shareholders roll 100% of their equity into Pubco and receive an aggregate of $800,000,000 in Pubco shares. The presentation models sources and uses assuming a $230 million remaining trust balance under zero-redemption conditions, deriving an implied pro forma enterprise value of approximately $1.32 billion based on estimated post-closing shares outstanding at $10 per share and taking into account estimated net debt of the combined company of approximately $184 million. Closing is targeted for the end of 2026 against Sizzle’s organizational deadline of 2027-04-03, with no extension mechanism triggered or discussed. Sponsor conduct is reflected in the press release, where Sizzle II Chief Executive Officer Steve Salis and Vice Chairman Jamie Karson publicly endorse the target’s hedged business model and the continuity of Trasteel’s executive leadership, specifically naming CEO Gianfranco Imperato and CFO Federico Guiducci. Legal and financial advisors identified are Cantor Fitzgerald & Co., Ellenoff Grossman & Schole LLP, Young America Capital LLC, and Greenberg Traurig LLP. Why it matters: This establishes the fixed $10.00 exchange ratio and valuation baseline that public shareholders will weigh when determining redemption versus hold decisions, directly shaping the trust payout calculus and timeline pressure relative to the 2027-04-03 sunset without requiring a trust extension. Outside the transaction mechanics, the filing discloses substantial operational and financial substance, though all claims are explicitly attributed to Trasteel’s unaudited management accounts (prepared under Swiss GAAP FER, with audit completion cited for H1 2026) and forward-looking management commentary. Trasteel reports 2025 Group Sales of $1,821.1M, gross margin of $147.5M, EBITDA of $60.3M, and profit for the period of $7.5M, alongside 6-year CAGRs of 30.2% (revenues), 48.2% (gross margin), 34.5% (EBITDA), and 43.7% (profit). Management projects a 3-to-5-year target of EBITDA greater than $250M/$ and revenue exceeding $5B/$. The company describes global operations across 60+ countries, 4,000+ customers, 1,400+ employees, managing 1.5M+ metric tons annually, operating a dual model that splits roughly evenly between physical/paper trading (~$1.1 bn/$ sales, >#170 traders) and industrial transformation (13 factories in 6 countries, ~$766 m/$ sales, >#1,300 staff). Trasteel’s leadership characterizes current Middle East geopolitical disruptions (Iran conflict, Strait of Hormuz routing risk) as a net neutral to slightly positive impact, citing anticipated +50% increases in transportation and insurance costs that will be passed through to customers under prevailing CIF purchasing terms. Strategic allocation priorities outlined for use of proceeds include 150-200M/$ for working capital and trading desk expansion (2026-2028), deleveraging and EBT improvement exceeding $30M/$per year (2026-2028), and up to 100M/$ in targeted equity acquisitions across Italy, UAE/KSA, Massachusetts, Austria, and Southern Europe. Market context claims—including oil valued at $3.0 TN, steel’s fragmented nature yielding a 28% top-5 producer concentration versus 40% for oil or 45% for cement, and structural demand tailwinds from data center buildouts requiring steel, aluminum, and copper—are all sourced to Trasteel’s internal research, industry publications, and executive presentations, which repeatedly carry unaudited disclaimers noting non-conformance to IFRS, US GAAP, or SEC Regulation S-X.

What changed: Form 8-K (Regulation FD Disclosure) announcing the execution of a definitive Business Combination Agreement with Trasteel Holding S.A., accompanied by a press release and an unaudited investor presentation. Deal progress formalized via signed agreement establishing a $800,000,000 pre-money equity valuation for Trasteel, with sellers receiving aggregate Pubco Ordinary Shares valued at $10.00 per share. Transaction mechanics detail automatic separation of Sizzle II units into Class A ordinary shares and rights (convertible one-tenth to one share), Class B share conversion (1:1), and cancellation for combined company equity. Closing targets December 31, 2026; sponsor conduct reflects unanimous board approvals by both Trasteel and Sizzle II directors. Illustrative pro forma tables in the presentation assume $230 million remaining in the trust contingent upon 0% redemptions, explicitly noting the figure excludes interest and adjusts to actual redemption volumes. Sizzle II plans supplemental filings by April 17, 2026, followed by a Form F-4 registration statement and proxy prospectus to launch the formal shareholder voting and redemption window. Why it matters: This disclosure sets the baseline for the redemption campaign and proxy process, locking valuation and conversion ratios ahead of the F-4 filing. Management and Trasteel executives (Chairman Giuseppe Mannina and CEO Gianfranco Imperato) characterize the target as a global dual-model platform citing 2025 preliminary Swiss GAAP FER revenues of $1,821.1M*, gross margin of $147.5M*, EBITDA of $60.3M*, and profit for the period of $7.5M*. They frame the approximately 1.5 trillion dollar global steel market (approximately 1,885 million metric tons production, 1,742 million metric tons consumption) as structurally fragmented, supporting Trasteel’s reported footprint of 60+ countries, 4,000+ customers, approximately $1.1 bn/$ in trading sales across more than 170 people, and approximately $766 m/$ in industrial sales from 13 factories across 6 countries processing roughly 800 k/Mt annually. Strategy centers on a hedged, back-to-back trading model claiming no speculative exposure, while positioning geopolitical routing disruptions as margin-neutral or positive due to cost-shifting mechanisms, and AI-driven data center buildouts as secular tailwinds for steel and aluminum demand. Use of proceeds guidance targets $150 - 200 M/$ for working capital, $150 - 200 M/$ for trading desk expansion, greater than $30 M/$ annual EBT improvement for deleveraging, and $30 - 60 m $ equity deployments across identified industrial acquisition targets. Advisory representation lists Young America Capital LLC and Greenberg Traurig LLP for Trasteel, alongside Cantor Fitzgerald & Co. and Ellenoff Grossman & Schole LLP for Sizzle II. Risk disclosures warn of reliance on key personnel, integration complexities, cyclical price volatility, Middle East shipping corridor disruptions, and potential float dilution from public share redemptions.

What changed: Form 10-K annual report for the fiscal year ended December 31, 2025. IPO closed April 3, 2025 with $230M in trust (including full over-allotment); trust value per share $10.30 as of Dec. 31, 2025; net income of $6.47M on trust interest of $7.01M; cash outside trust $805K; no deal target identified; no extension vote yet. Why it matters: Confirms $237M trust with $10.30/share redemption value, no imminent deadline pressure (April 2027), no deal agreement signed, no redemptions yet; management team has precedent (Sizzle I merger with Critical Metals); sponsor owns 25.79% of total shares; share lock-up six months post-combination.

What changed: A Schedule 13G/A beneficial ownership report filed by Barclays PLC regarding Sizzle Acquisition Corp. II. The provided filing text identifies only Barclays PLC as the reporting holder and labels the submission as an amendment; it discloses no share quantities, ownership percentages, purchase prices, acquisition dates, or shifts in voting or investment power. Accordingly, nothing in this excerpt alters or comments on the $10.49 per-share trust value, the April 3, 2027 redemption deadline, extension mechanisms, target integration progress, or sponsor conduct. Why it matters: Because Barclays PLC makes no statements regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel in this snippet, and no numerical disclosures are included, the filing does not signal redemption pressure, merger financing adjustments, or governance interventions. Unless the full Form 13G/A contains omitted schedules or footnotes tying institutional holdings to the $10.49 trust amount or the 2027-04-03 deadline, investors cannot derive operational, financial, or timeline implications from this text alone. Confidence is set at 0.75 reflecting the structural certainty of the document type versus the complete absence of quantifiable substance.

What changed: Routine compliance exhibit: Joint Filing Agreement attached to a Schedule 13G beneficial ownership report. This document is a Joint Filing Agreement executed on November fourteen twenty-five, allowing Westchester Capital Management, LLC; Westchester Capital Partners, LLC; Virtus Investment Advisers, LLC; and The Merger Fund to jointly submit a single Schedule 13G covering Ordinary Shares of Sizzle Acquisition Corp. II under Rule thirteen d-one(k) of the Securities Exchange Act of nineteen thirty-four, as amended. Bearing on SPAC mechanics: the filing reports zero adjustments to the redemption calendar, trust distribution value, combination expiration timeline, target acquisition status, or sponsor conduct. Bearing on other substance: the exhibit contains no disclosures regarding prospective target operations, customer contracts, revenue streams, addressable market sizing, technology assets, commercial partnerships, pending or threatened litigation, or executive appointments. It identifies only the four institutional account vehicles and confirms signature authority granted to CaSaundra Wu (Chief Compliance Officer), Chetram Persaud (Chief Compliance Officer), and Daphne Chisolm (Vice President, Counsel and Assistant Secretary). Why it matters: For investors tracking redemption feasibility, trust solvency, extension voting timelines, or merger completion risk, this exhibit carries no operative weight because it omits the share quantity or ownership percentage that triggered the reporting obligation, providing only administrative confirmation that multiple affiliated funds are co-reporting an established position. The announced combination path, shareholder rights, and expiration parameters remain entirely unaffected by this procedural attachment.

What changed: Form 10-Q (quarterly report) for the period ended September 30, 2025, filed by Sizzle Acquisition Corp. II (SZZL), a blank-check SPAC. Net income of $2.3M in Q3 (vs net loss in prior period), trust account grew to $234.7M ($10.20 per share), cash outside trust $935k, working capital $914k. No definitive business combination agreement entered into. IPO expenses fully paid, sponsor note repaid. Why it matters: The trust per share increased to $10.20 from IPO price of $10.00 due to interest income, providing a small cushion for future redemptions. The SPAC continues to operate within its 24-month deadline (April 3, 2027) without an announced target, which may increase pressure to find a deal. The absence of any working capital loans or other funding indicates management is relying solely on IPO proceeds.