Trasteel S.A. submits draft F-4 registration to SEC

Trasteel S.A., a newly formed Luxembourg holding company, confidentially submitted a draft registration statement on Form F-4 to the U.S. Securities and Exchange Commission on September 30, 2026. The submission relates to the business combination agreement signed on April 13, 2026, by and among Trasteel Holding S.A., Sizzle Acquisition Corp. II (Nasdaq: SZZL), and the newly formed holding entity. The registration statement has not been filed or declared effective and remains subject to SEC review.

Under the agreement, the holding company will acquire all issued and outstanding shares of Trasteel Holding S.A. in exchange for its own ordinary shares. A wholly owned subsidiary of the holding company, Trasteel Merger Sub Limited, will merge with and into Sizzle II. Both Trasteel Holding S.A. and Sizzle II are expected to survive as wholly owned subsidiaries of the holding company. The transaction is contingent on the registration statement being declared effective by the SEC and receiving approval from Sizzle II shareholders.

Trasteel Holding S.A. is a global steel trading and industrial group founded in 2009 and headquartered in Lugano, Switzerland, and Luxembourg. The company operates in more than 60 countries with over 1,400 employees and serves more than 4,000 customers. Its operations combine trading activities with industrial transformation. Sizzle II is a Cayman Islands exempted company led by Chairman and CEO Steve Salis and Vice Chairman Jamie Karson. Daniel Lee serves as Chief Financial Officer. The board of directors includes Neil Leibman, David Perlin, and Warren Thompson.

Upon closing, the holding company is expected to be listed on the Nasdaq Stock Market under the ticker symbol TSTL. The draft registration statement includes a proxy statement for Sizzle II and a prospectus for the registration of the holding company's securities. Once the SEC declares the statement effective, definitive documents will be mailed to Sizzle II shareholders of record. Investors are advised to review the preliminary and definitive proxy statements for detailed information regarding the proposed business combination.

Sizzle II's annual report for the fiscal year ended December 31, 2025, was filed with the SEC on March 12, 2026. That document provides information on directors and officers who may be deemed participants in the solicitation of proxies. The press release does not constitute an offer to sell or a solicitation of an offer to buy any securities. Securities to be issued in connection with the transaction have not been registered under the Securities Act of 1933.