SIZZLE ACQUISITION CORP. II FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

Press release ยท 2026-05-14 12:12
SIZZLE ACQUISITION CORP. II FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

SIZZLE ACQUISITION CORP. II FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

Sizzle Acquisition Corp. II, a Cayman Islands company, filed its Form 10-Q for the quarterly period ended March 31, 2026. The company reported a net loss of $1.4 million for the quarter, compared to a net loss of $1.1 million for the same period in the prior year. As of March 31, 2026, the company had cash and cash equivalents of $14.4 million, compared to $15.6 million as of December 31, 2025. The company’s total assets were $16.4 million, with total liabilities of $1.4 million. The company’s Class A Ordinary Shares and Rights are listed on the Nasdaq Stock Market LLC under the symbols SZZL and SZZLR, respectively. As of May 13, 2026, there were 23,600,000 Class A Ordinary Shares and 7,666,667 Class B Ordinary Shares issued and outstanding.

Overview

VO Acquisition Company II (the “Company”) is a blank check company incorporated in the Cayman Islands on July 8, 2024. The Company was formed for the purpose of effecting a business combination. The Company is not limited to a particular industry or sector in its search for a target business.

Recent Developments

On April 13, 2026, the Company entered into a Business Combination Agreement (the “Trasteel BCA”) with Trasteel. Upon the closing of the transaction, Trasteel will become a wholly-owned subsidiary of the Company, and the Trasteel shareholders will become shareholders of the Company.

Results of Operations

The Company has not engaged in any operations or generated any revenue to date. Its activities have been limited to organizational activities and those related to the initial public offering (IPO) and identifying and evaluating potential acquisition targets.

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

For the three months ended March 31, 2025, the Company had a net loss of $42,127, which consisted of general and administrative costs.

Liquidity, Capital Resources and Going Concern

Following the IPO and private placement, the Company placed $230 million in the Trust Account. As of March 31, 2026, the Company had $653,383 in cash held outside the Trust Account and a working capital of $380,420.

The Company’s liquidity needs have been satisfied through a contribution from the Sponsor, a loan under the IPO Promissory Note, and the proceeds from the IPO and private placement. The Company may also seek Working Capital Loans from the Sponsor or its officers and directors to fund working capital deficiencies or transaction costs related to a business combination.

The Company has until April 3, 2027 to consummate a business combination. If a business combination is not completed by then, the Company may seek to extend the combination period, which would require shareholder approval and could result in redemptions by public shareholders. If a business combination does not occur, the Company may be required to liquidate the Trust Account.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Contractual Obligations

The Company has the following contractual obligations:

  • Administrative Services Agreement: The Company reimburses the Sponsor $15,000 per month for office space, utilities, and administrative support.
  • Underwriting Agreement: The Company paid a 2% underwriting discount and is obligated to pay a 4.5-6.5% deferred underwriting fee upon completion of a business combination.
  • Registration Rights Agreement: The holders of Founder Shares, Private Placement Units, and any private placement-equivalent units issued in connection with Working Capital Loans have registration rights.
  • Letter Agreement: The Sponsor, directors, and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares.

Critical Accounting Estimates and Standards

As of March 31, 2026, the Company did not have any critical accounting estimates to disclose.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards would have a material effect on the Company’s financial statements.