SZZL merger with Trasteel Holding S.A.
Trasteel Holding S.A. — Trasteel operates as a global steel trading and industrial processing group utilizing a dual business model.
Expected close, as filed: 2026.
Announced 13 April 2026.
The symbol the combined company is expected to trade under.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- PIPE
- ≈ $75M · unsourced
- Min-cash condition
- $75M
- Sponsor promote
- 25%
- Exchange ratio
Fixed-value: Sellers receive $800,000,000 of Pubco Ordinary Shares at $10.00 per share (80,000,000 shares). Each Sizzle II Class A Ordinary Share (including shares from converted Rights at 1/10 and converted Class B) is cancelled in exchange for one Pubco Ordinary Share.more ▾less ▴
NOT COMMITTED — reasonable-best-efforts target of at least $75,000,000 of equity financing, structure to be mutually agreed (equity, convertible preferred, convertible debt, non-redemption/backstop ormore ▾less ▴
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
the “ Lock-Up Period ”) commencing from the date of the Closing and ending on the earlier of (i) six (6) months after the Closing, or (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 propertymore ▾less ▴
For the avoidance of doubt, the provisions of this Section 8.17 will not require the Sponsor to, or SPAC to cause the Sponsor to, transfer or forfeit (or subject to vesting with respect to forfeiture) any of its SPAC Securities in order to obtain any PIPE Financing or equitize any amounts owed to the Sponsor or any financial advisors or other Representatives of SPACmore ▾less ▴
What the filings actually value
They are not the same fact, and only the last one is what a valuation multiple may be struck on.
What Trasteel Holding S.A. on its own is valued at, before a dollar of the SPAC's trust or the PIPE reaches it. This is the price agreed for the business itself.
The combined company net of that cash — what the buyers are paying for the BUSINESS. Every multiple below is struck on this figure and on nothing else.
What that price is, per dollar of sales
Enterprise value ÷ EBITDA — not shown
No EBITDA figure for Trasteel Holding S.A. appears in any filing we hold, so no EV/EBITDA multiple is shown. We have not inferred one from a margin assumption — a multiple built on an assumed margin measures the assumption, not the company.
All figures above are stated in EX-99 press release0001213900-26-043006
EX-99 press release, 0001213900-26-043006: preMoneyEquityM "$800 million"; proFormaEnterpriseValueM "approximately $1.3 billion" — the sponsor rounding its own figure. A press release is a party's own claim, not a filed table: any stated capitalisation table supersedes it.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Trasteel Holding S.A.
from 425The business actually being bought — described from SEC primary filings, with projections labelled as projections.
Trasteel operates as a global steel trading and industrial processing group utilizing a dual business model. It executes physical and paper trading of steel, raw materials, non-ferrous metals, consumables, and energy across 60+ countries, while owning and operating industrial assets that process and upgrade steel into finished products like tubes, plates, coils, and automotive components. The company manages end-to-end logistics, handles pricing and currency hedging, and develops proprietary AI tools for operational efficiency.
Founded 2009.
Trasteel Holding S.A. — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
A price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what Trasteel Holding S.A. actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
We hold no revenue figure in US dollars for Trasteel Holding S.A., so there is nothing to divide the price by and no multiple can be struck. It is not recorded as pre-revenue either — this is a gap in our record, not a finding that the company has no sales. The deal values it at $1.3bn regardless.
We have not extracted a revenue figure for this company from its filings yet. That is our gap, not a statement about the business.
Pro-forma enterprise value as filed.
Not extracted from the filings yet.
Not computable — no revenue figure has been extracted from the filings yet.
No listed comparable carries a revenue multiple we can use.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.