Sizzle Acquisition Corp. II

Previous wording

We are a blank check company incorporated in the Cayman Islands on July 8, 2024 for the purpose of effecting a Business Combination. Our Sponsor is VO Sponsor II, LLC.

Current wording

We are a blank check company incorporated in the Cayman Islands on July 8, 2024 for the purpose of effecting a Business Combination, including the Trasteel Business Combination. Our Sponsor is VO Sponsor II, LLC.

Previous wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities since July 8, 2024 (inception) through March 31, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.

Current wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities since July 8, 2024 (inception) through June 30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination, including the Trasteel Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination, including the Trasteel Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.

Previous wording

For the three months ended March 31, 2026, we had net income of $1,602,289, which consists of interest income earned on cash and marketable securities held in the Trust Account of $2,037,819, partially offset by general and administrative costs of $435,530.

Current wording

For the three months ended June 30, 2026, we had net income of $1,820,396, which consisted of interest income earned on cash and marketable securities held in the Trust Account of $2,148,473, partially offset by general and administrative costs of $328,077.

Previous wording

As of March 31, 2026 and December 31, 2025, we had $653,383 and $805,124, respectively, of cash in our operating account. As of March 31, 2026 and December 31, 2025, we had a working capital of $380,420 and $792,589, respectively. As of March 31, 2026 and December 31, 2025, we had $9,045,028 and $7,007,209, respectively, of the cumulative interest earned on funds held in the Trust Account was available to pay taxes, if any.

Current wording

As of June 30, 2026 and December 31, 2025, we had $340,147 and $805,124, respectively, of cash in our operating account. As of June 30, 2026 and December 31, 2025, we had a working capital of $52,342 and $792,589, respectively. As of June 30, 2026 and December 31, 2025, we had $11,193,502 and $7,007,209, respectively, of the cumulative interest earned on funds held in the Trust Account that was available to pay taxes, if any.

Previous wording

As of March 31, 2026 and December 31, 2025, we had marketable securities held in the Trust Account of $239,045,028 and $237,007,209, respectively (including $9,045,028 and $7,007,209, respectively, of interest income accrued since the date of the Initial Public Offering). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Current wording

As of June 30, 2026 and December 31, 2025, we had marketable securities held in the Trust Account of $241,193,502 and $237,007,209, respectively (including $11,193,502 and $7,007,209, respectively, of interest income accrued since the date of the Initial Public Offering). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous wording

As of March 31, 2026 and December 31, 2025, we had cash held outside of the Trust Account of approximately $653,383 and $805,124, respectively. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Current wording

As of June 30, 2026 and December 31, 2025, we had cash held outside of the Trust Account of $340,147 and $805,124, respectively. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Previous wording

As of April 3, 2025, the Sponsor owed us an aggregate amount of $2,000,000, representing the Private Placement proceeds to be transferred to us once its bank account had been established. On April 4, 2025, the Sponsor wired an aggregate amount of $1,678,233 to us. The amount wired by the Sponsor was derived from the $2,000,000 total amount due from the Sponsor, offset by the outstanding IPO Promissory Note balance of $306,752, with the remaining $16,690 still outstanding due from the Sponsor as of March 31, 2026 and December 31, 2025.

Current wording

As of April 3, 2025, the Sponsor owed us an aggregate amount of $2,000,000, representing the Private Placement proceeds to be transferred to us once its bank account had been established. On April 4, 2025, the Sponsor wired an aggregate amount of $1,678,233 to us. The amount wired by the Sponsor was derived from the $2,000,000 total amount due from the Sponsor, offset by the outstanding IPO Promissory Note balance of $306,752, with remaining amounts of $17,306 and $16,609 due from the Sponsor as of June 30, 2026, and December 31, 2025, respectively.

Previous wording

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we intend to repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of March 31, 2026 and December 31, 2025, we did not have any borrowings under any Working Capital Loans.

Current wording

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we intend to repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. Such units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of June 30, 2026 and December 31, 2025, we did not have any borrowings under any Working Capital Loans.

Previous wording

Commencing on April 3, 2025, and until the completion of our Business Combination or liquidation, we reimburse the managing member of the Sponsor $15,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three months ended March 31, 2026, the Company incurred and paid $45,000, in fees for these services. For the three months ended March 31, 2025, the Company did not incur any fees for these services.

Current wording

Commencing on April 3, 2025, and until the completion of our Business Combination or liquidation, we reimburse the managing member of the Sponsor $15,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three and six months ended June 30, 2026, we incurred and paid $45,000 and $90,000, respectively, in fees for these services. For the three and six months ended June 30, 2025, we incurred and paid $43,000 in fees for these services.

Previous wording

The holders of (i) the Founder Shares, (ii) the Private Placement Units and (iii) any private placement-equivalent units issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. Cantor may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, Cantor may participate in a “piggyback” registration only during the seven-year period beginning on the effective date of the IPO Registration Statement. We will bear the expenses incurred in connection with the filing of any such registration statements.

Current wording

The holders of (i) the Founder Shares, (ii) the Private Placement Units (and their underlying securities), (iii) any units that may be issued upon conversion of the Working Capital Loans (and their underlying securities), if any, (iv) any Class A Ordinary Shares issuable upon conversion of the Founder Shares, and (v) any Class A Ordinary Shares held at the completion of the Initial Public Offering by the holders of the Founder Shares prior to the Initial Public Offering, have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to the Registration Rights Agreement, dated April 1, 2025, by and among the Company and certain security holders. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. Cantor may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, Cantor may participate in a “piggyback” registration only during the seven-year period beginning on the effective date of the IPO Registration Statement. We will bear the expenses incurred in connection with the filing of any such registration statements.

Previous wording

The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of March 31, 2026, we did not have any critical accounting estimates to be disclosed.

Current wording

The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. As of June 30, 2026, we did not have any critical accounting estimates to be disclosed.