Sizzle Acquisition Corp. II
Filed Mar 14, 2025.
View on SEC.govAbout this filing
A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.
period unavailable · Filed Mar 14, 2025
Contents
Capitalization
The following table sets forth our capitalization at December 31, 2024, and as adjusted to give effect to the filing of our amended and restated memorandum and articles of association, the sale of our units in this offering and the sale of the private placement units and the application of the estimated net proceeds derived from the sale of such securities, assuming no exercise by the underwriters of their over-allotment option:
| Actual | As Adjusted | |
|---|---|---|
| Notes payable to related party(1) | $121,550 | $— |
| Deferred underwriting commissions | — | 9,000,000 |
| Over-allotment liability | — | 296,000 |
| Class A ordinary shares, subject to redemption, 0 and 20,000,000 shares which are subject to possible redemption, actual and as adjusted, respectively(2) | — | 200,000,000 |
| Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding, actual and as adjusted | — | — |
| Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; 0 and 600,000 shares issued and outstanding, actual and as adjusted, respectively | — | 60 |
| Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 7,666,667 and 6,666,667 shares issued and outstanding, actual and as adjusted, respectively(3) | 767 | 667 |
| Additional paid-in capital | 24,233 | — |
| Accumulated deficit | (67,330) | (8,089,057) |
| Total shareholders’ equity (deficit) | $(42,330) | $(8,088,330) |
| Total capitalization | $79,220 | $201,207,670 |
(1) Our sponsor may loan us up to $500,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. The “as adjusted” information gives effect to the repayment of any loans received from our sponsor out of the proceeds from this offering and the sale of the private placement units. As of December 31, 2024, we had borrowed $121,550 under the promissory note with our sponsor.
(2) Upon the completion of our initial business combination, we will provide our public shareholders with the opportunity to redeem their public shares, regardless of whether they abstain, vote for, or vote against, our initial business combination, for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (less taxes payable), divided by the number of then outstanding public shares, subject to any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination.
(3) Actual share amount is prior to any forfeiture of founder shares and as adjusted amount assumes no exercise of the underwriters’ over-allotment option and forfeiture of an aggregate of 1,000,000 founder shares.
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