Luxembourg, Switzerland, April 13, 2026 (GLOBE NEWSWIRE) -- Trasteel Holding S.A. ("Trasteel"), headquartered in Lugano (Switzerland) and Luxembourg, and Sizzle Acquisition Corp. II (Nasdaq: SZZL) ("Sizzle II"), a Cayman Islands publicly traded special purpose acquisition company, today announced that they have entered into a definitive agreement, dated April 13, 2026, for a business combination ("Business Combination Agreement") to form a new global steel trading and industrial public holding company ("Pubco"). Upon closing of the business combination, subject to approval by Trasteel and Sizzle II shareholders and satisfaction of other customary closing conditions, Trasteel and Sizzle II intend to list Pubco on the Nasdaq Stock Market LLC, under the symbol "TSTL", with each of Trasteel and Sizzle II becoming wholly owned subsidiaries of Pubco. The closing is expected to occur by the end of 2026.

Trasteel was formed in 2009 and is currently owned by Giuseppe Mannina, Fratelli Cosulich Spa and Gianfranco Imperato. Over the past 17 years, Trasteel has evolved from a pure steel trading business into a dual business model combining trading operations (approximately 50% of sales) covering all the needs of the steel supply chain, including energy, with industrial steel transformation (approximately 50% of sales). The company operates in over 60 countries around the world across the steel value chain through steel and raw materials trading, steel related consumables trading, non-ferrous trading, energy trading and industrial transformation. It also trades alumina, silicon carbide, graphite, cassiterite, bauxite, copper, zinc, nickel, chromium, titanium, and tin. Trasteel's industrial division owns a portfolio of 13 factories in 6 countries, and the company sells to over 4,000 customers worldwide.

Trasteel intends to use the proceeds from the business combination for accretive strategic acquisitions and investments, working capital and other general corporate purposes.

Management Commentary

"We are enthusiastic to partner with the Sizzle II team to become a publicly traded company on Nasdaq," said Trasteel's Chairman, Giuseppe Mannina, and CEO, Gianfranco Imperato. "We believe the need for additional steel products in Europe and the rest of the world will only continue to accelerate as demand continues to outstrip supply. We believe the funds raised though this transaction, together with gaining access to the public capital markets by listing on Nasdaq, will allow us to achieve our goals in 2027 and beyond."

"Trasteel's hedged business model and its track record of generating impressive revenues, combined with its world-class management team, led us to partner together in pursuit of Trasteel becoming a public company. We believe the company is well positioned to weather geo-political risk and macroeconomic headwinds, while generating consistent results," commented Steve Salis, CEO of Sizzle II.

"We anticipate global demand for steel and other metals to continue to increase and believe that Trasteel is well-positioned to benefit by such increased demand. The Trasteel team, led by CEO Gianfranco Imperato and CFO Federico Guiducci is highly experienced, strategic, and focused on delivering results for its shareholders. We are thrilled to bring this quality company to market," added Jamie Karson, Vice Chairman of Sizzle II.

Key Transaction Highlights

-- Large and Growing Demand for Steel and Other Metals

-- Hedged Business Model

-- Strong Revenue Growth

-- Strong Organic and Acquisition Growth Outlook

-- Portfolio Management Approach on Investments

Transaction Overview

The transaction consideration in the business combination, in the form of newly-issued Pubco shares, is based on a pre-money equity value of Trasteel of $800 million. The implied pro forma enterprise value of the combined company upon the closing of the business combination is anticipated to be approximately $1.3 billion (assuming no redemptions by public shareholders of Sizzle II, based on estimated shares outstanding (including converted rights) immediately after the closing at $10 per share and taking into account estimated net debt of the combined company of approximately $184 million). Existing shareholders of Trasteel will roll 100% of their equity into Pubco.

The Boards of Directors of each of Trasteel and Sizzle II have unanimously approved the business combination. The business combination will require the approval of the shareholders of each of Trasteel and Sizzle II and is subject to other customary closing conditions. It is currently expected that the business combination will close by the end of 2026.

Additional information about Trasteel is available on the Trasteel website at https://www.trasteel.com.

Advisors

Young America Capital LLC is acting as exclusive financial advisor to Trasteel, and Greenberg Traurig LLP is acting as its U.S. legal counsel. Cantor Fitzgerald & Co. is acting as capital markets advisor to Sizzle II, and Ellenoff Grossman & Schole LLP is acting as its U.S. legal counsel.

About Sizzle Acquisition Corp. II

Sizzle II is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. Sizzle II is led by Chairman and CEO Steve Salis and Vice Chairman Jamie Karson. In addition, Sizzle II's management team includes Daniel Lee, its CFO. Its board of directors is comprised of: Steve Salis, Jamie Karson, Neil Leibman, David Perlin and Warren Thompson. Its board of advisors is comprised of: Rick Camac, Michael Kuchta, Ryan Croft, Craig Curley and Tony Sage. For more information, please see: https://sizzlespac.com.

Additional Information and Where to Find It

This press release is provided for informational purposes only and contains information with respect to the proposed business combination (the "Proposed Business Combination") pursuant to the Business Combination Agreement by and among Sizzle II, Trasteel, Pubco, and the other parties thereto. Subject to its terms and conditions, the Business Combination Agreement provides that at its closing each of Sizzle II and Trasteel will become wholly owned subsidiaries of Pubco.

In connection with the Proposed Business Combination, Pubco intends to file a registration statement on Form F-4 with the Securities and Exchange Commission ("SEC"), which will include a proxy statement to be sent to Sizzle II shareholders and a prospectus for the registration of Pubco securities in connection with the Proposed Business Combination (as amended from time to time, the "Registration Statement"). If and when the Registration Statement is declared effective by the SEC, its definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders of Sizzle II as of the record date to be established for voting on the Proposed Business Combination and will contain important information about the Proposed Business Combination and related matters. Shareholders of Sizzle II and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant documents, because they will contain important information about Sizzle II, Trasteel, Pubco and the Proposed Business Combination. Shareholders and other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials in connection with the Proposed Business Combination, without charge, once available, at the SEC's website at www.sec.gov or by directing a request to: Sizzle II Acquisition Corp. II, 4201 Georgia Avenue, NW, Washington, D.C. 20011, Attn: Steve Salis, Chief Executive Officer. The information contained on, or that may be accessed through, the websites referenced in this press release in each case is not incorporated by reference into, and is not a part of, this press release.

Participants in the Solicitation

This press release is not a solicitation of a proxy from any investor or securityholder. Sizzle II, Trasteel, Pubco and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Sizzle II's shareholders in connection with the Proposed Business Combination. Sizzle II's shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of Sizzle II in Sizzle II's Annual Report on Form 10-K, as amended, filed with the SEC on March 12, 2026 (the "Sizzle II Form 10-K"). Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Sizzle II's shareholders in connection with the Proposed Business Combination will be set forth in the proxy statement/prospectus for the Proposed Business Combination, accompanying the Registration Statement that Pubco intends to file with the SEC. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Proposed Business Combination will likewise be included in that Registration Statement. You may obtain copies of these documents, once available, at the SEC's website at www.sec.gov or by directing a request to the address provided above.

No Offer or Solicitation

(MORE TO FOLLOW) Dow Jones Newswires

April 13, 2026 16:05 ET (20:05 GMT)