Sizzle Acquisition Corp. II

This Form 8-K contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Sizzle II’s, the Company’s and/or Pubco’s actual results may differ from each of their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. No representations or warranties, express or implied are given in, or in respect of, this Form 8-K. When words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters are used in this Form 8-K, such terms, among others, are used in the context of making forward-looking statements.

These forward-looking statements and factors that may cause actual results to differ materially from current expectations include, but are not limited to: the ability of the parties to complete the Transactions in a timely manner or at all; the risk that the Transactions or other business combination may not be completed by any deadline included in Sizzle II’s organizational documents and the potential failure to obtain an extension of any business combination deadline; the outcome of any government or regulatory action on inquiry, or legal proceedings, that may be commenced in respect to Sizzle II, the Company, Pubco or others following the announcement of the Transactions and any definitive agreements with respect thereto; the inability to satisfy the conditions to the consummation of the Transactions, including the approval of the Transactions by the shareholders of Sizzle II or the Minimum Cash Condition; the inability of the parties to raise all or any portion of the contemplated PIPE Financing; the occurrence of any event, change or other circumstance that could give rise to the termination of the BCA relating to the Transactions; the ability to list on the Applicable Exchange or to meet the Applicable Exchange listing standards or requirements following the consummation of the Transactions; the effect of the announcement or pendency of the Transactions on the Company’s or Sizzle II’s business relationships, operating results, or other current plans and operations of the Company or Sizzle II; the ability to recognize the anticipated benefits of the Transactions, which may be affected by, among other things, competition and the ability of Pubco to grow and manage growth profitably; the possibility that the Company, Pubco and Sizzle II may be adversely affected by other economic, business, and/or competitive factors; the Company’s, Pubco’s and Sizzle II’s estimates of expenses and profitability; expectations with respect to future operating and financial performance and growth of Pubco or any of its subsidiaries, or Sizzle II or the Company, including the timing of the completion of the Transactions; the Company’s, Sizzle II’s and/or Pubco’s ability to execute on their business plans and strategy; the expected use of proceeds from the Transactions; and those factors discussed in the Sizzle II Form 10-K under the heading “Risk Factors,” and other documents Sizzle II has filed, or that Sizzle II or Pubco will file, with the SEC, or others will file in connection with the Transactions, including the Registration Statement.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Registration Statement referenced above, and other documents filed by Sizzle II and Pubco from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. There may be additional risks that none of Sizzle II, the Company or Pubco presently know, or that Sizzle II, the Company or Pubco currently believe are immaterial, or other risk, which in each case could cause actual results to differ from those contained in the forward-looking statements. For these reasons, among others, investors and other interested persons are cautioned not to place undue reliance upon any forward-looking statements in this Form 8-K. None of Sizzle II, the Company nor Pubco undertakes any obligation to publicly revise any forward–looking statements to reflect events or circumstances that arise after the date of this Form 8-K, except as required by applicable law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits