Sizzle Acquisition SZZLU

Sizzle Acquisition Corp. II is a blank check company incorporated on July 8 2024 as a Cayman Islands exempted entity. The company was formed with the sole purpose of effecting a business combination with one or more businesses or entities. It has not engaged in any operating activities to date and does not generate operating revenues. Its efforts are limited to organizational tasks activities related to its initial public offering and the search for a suitable target for a business combination. The management team and board of directors intend to focus on industries where they possess experience including restaurant hospitality food and beverage retail consumer food and food related technology real estate proptech mining professional sports teams airlines and technology sectors that serve or are connected to these industries in the United States and other developed countries. The company believes that its management team’s background and network will enable it to identify and acquire a target that can benefit from operational strategic and financial enhancements. As of the date of this report no specific business combination target has been selected.

The company does not generate revenue from operations. Its financial resources stem from the proceeds of its initial public offering and a concurrent private placement. On April 3 2025 the company completed its initial public offering of 23 000 000 public units each consisting of one public share and one public right to receive one tenth of a class A ordinary share upon consummation of the initial business combination. The public units were sold at a price of ten dollars per unit generating gross proceeds of two hundred thirty million dollars. Simultaneously the company sold six hundred thousand private placement units to its sponsor and Cantor at the same price per unit raising six million dollars. Of the proceeds two hundred twenty six million dollars from the public offering and four million dollars from the private placement were deposited into a trust account maintained by Continental as trustee. The funds held in the trust account together with interest earned thereon are intended to be used to finance the initial business combination. The company anticipates that it will not generate operating revenues until it successfully completes a business combination with an operating business.

Sizzle Acquisition Corp. II operates in the highly competitive arena of special purpose acquisition companies often referred to as SPACs. It competes with other blank check entities private equity firms and strategic acquirers that seek to identify and combine with target businesses. The company’s competitive advantage derives from the experience and relationships of its management team which has worked together for seven years at Salis Holdings LLC and at Sizzle I a prior SPAC that completed a business combination in the mining sector. This shared history has enabled the team to develop efficient deal sourcing analysis and negotiation processes. The management team’s background spans the restaurant hospitality food and beverage retail consumer food technology real estate proptech mining professional sports teams airlines and broader technology industries providing them with sector specific insight that many competitors may lack. Additionally the company’s access to proprietary deal flow through its senior business development officer and its network of corporate relationships enhances its ability to identify attractive targets. While the company currently has no operating history or revenue stream its management team’s track record and the capital held in trust provide a foundation for negotiating business combination terms.

Prior to completing a business combination the company does not serve traditional customers. Its primary constituencies are its public shareholders who purchased units in the initial public offering and the sponsor and other affiliated parties that hold founder shares and private placement units. These stakeholders provide the capital that will be used to acquire a target business. Once a business combination is consummated the resulting entity will inherit the customer base of the acquired business which could include restaurants hotels food service providers retailers consumers real estate clients mining companies sports franchises airlines and technology firms depending on the sector of the target. The filing does not disclose specific customer names for the company itself because it has no operations. Consequently the customer base description is limited to the types of entities that the company intends to serve through a future combination.