Sizzle Acquisition Corp. II 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31, 2025. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Annual Report on Internal Control over Financial Reporting This Report does not include a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting Not applicable. Item 9B. Other Information. Trading Arrangements During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Additional Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 31 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers As of the date of this Report, our directors and officers are as follows: Name Age Position Steve Salis 42 Chairman of the Board of Directors and Chief Executive Officer Jamie Karson 68 Non-Executive Vice-Chairman of the Board of Directors Daniel Lee 46 Chief Financial Officer and Head of Business Development Neil Leibman 65 Director Warren Thompson 66 Director David Perlin 63 Director The experience of our directors and executive officers is as follows: Steve Salis has served as our Chairman and Chief Executive Officer since inception. Mr. Salis served as the Chairman and CEO of Sizzle I from its inception in October 2020 until its initial business combination in February 2024. Mr. Salis serves also as the Chairman and CEO of Salis Holdings, LLC, a company he founded in 2015. Salis Holdings, LLC is a privately-held multi-brand, multi-platform holding company, which owns restaurants and hospitality assets in Washington D.C. and acquires brands with a high price and value correlation for sale through multiple distribution channels. Prior to founding Salis Holdings, Mr. Salis co-founded &pizza in July 2011, a fast casual pizza brand which delivers individual pizzas cooked within 3 minutes, and served as its CEO from July 2011 to March 2015. As CEO, he assembled successful leadership teams, implemented business and personnel evaluation tools and communicated on a regular basis with the investment community. Additionally, since November 2016, he has served as the Chairman, President, and owner of Kramerbooks, a 49 year old bookstore in Washington D.C. Prior to &pizza, Mr. Salis nurtured his entrepreneurial spirit in New York City where he worked in the restaurant and hospitality space learning the business from the ground up, working with acclaimed operators, including how to evaluate key operating and acquisition metrics for restaurant and hospitality companies. Mr. Salis attended the University of New Hampshire from 2002 to 2004, where he studied Economics and Business Administration. We believe that Mr. Salis’ experience as a founder, builder and executive of businesses, including as Chairman and CEO of Sizzle I for its successful Business Combination, make him well qualified to serve as a director. Jamie Karson has served as our Non-Executive Vice Chairman since inception. Mr. Karson served as Non-Executive Chairman of Sizzle I from its inception in October 2020 until its initial business combination in February 2024. Since June 2018, Mr. Karson has served as Executive Chairman of Salis Holdings, a multi-brand, multi-platform holding company. Mr. Karson and Mr. Salis work closely together on a day to day basis. Mr. Karson assists in analyzing operating performance while working with the team, on all aspects of the business, including analyzing potential acquisitions and strategic partnerships. This includes negotiating strategic initiatives with funding sources such as private equity partners, family officers, and commercial banks. From 2001 to May 2008, Mr. Karson was the CEO and Chairman of the Board of Steve Madden Ltd., which is an international footwear and apparel wholesaler and retailer with a $3 billion market cap, where he partnered with the executive team, developing and acquiring new brands and new channels of distribution, making retail store openings and closing decisions, managing shareholder communications and relationships, and oversight. Mr. Karson and his team regularly evaluated multiple acquisition opportunities to add to its portfolio of brands. As a result of these efforts, shareholder equity increased and Mr. Karson was named to the list of the “Top 10 Best Retail CEOs in America” in 2009 by HVS and the company was named “Company of the Year” by Footwear News in two separate years. From August 2015 to September 2017, Mr. Karson served as the CEO and Chairman of the Board of Original Soupman where he increased annual revenues by establishing distribution in key supermarket chains around the country including Kroger, Publix, ShopRite, Wegmans, Stop & Shop, and Costco. Soupman lacked sufficient capital to meet demand and ultimately a petition under Chapter 11 of the federal Bankruptcy Code in June 2017, which resulted in a sale of the assets of the company to an investor group as part of the formal bankruptcy auction process in October, 2017. Mr. Karson left the company after the bankruptcy sale was completed in October 2017. Thereafter, the Chapter 11 case was converted into a Chapter 7. Mr. Karson was named as a defendant in litigation regarding disclosures made by Original Soupman and regarding Original Soupman’s internal controls. Mr. Karson also purchased the southern Connecticut territory for Pinkberry restaurants through his personal investment entity, Thinkpink LLC. He funded and built a number of units, serving from January 2009 to January 2014 as the CEO and COO of Thinkpink, and then sold the company to the private-equity owned franchisor. He has served as an advisor to Grey Mountain Partners, a private equity firm, and to Blackstone Credit, formerly known as GSO Capital, a credit fund owned by Blackstone. Mr. Karson received a B.A. in Political Science from the University of North Carolina, Chapel Hill and his J.D. from New York Law School. We believe that Mr. Karson’s experience as a former public company CEO and private company executive, including as non-executive chairman of Sizzle I for its successful Business Combination, make him well qualified to serve as a director. 32 Daniel Lee, CFA has served as our Head of Business and Corporate Development and our Chief Financial Officer since inception. Mr. Lee also served as Head of Business and Corporate Development of Sizzle I from its inception in October 2020 and the Chief Financial Officer of Sizzle I from January 2024, in each case until its initial business combination in February 2024. Since May 2018, Mr. Lee has served as SVP of Business Development at Salis Holdings LLC, where he works on potential acquisitions and financings for the company on an as needed basis. He is also Co-Founder and President of Diligence Capital Management, LLC, a financial sector-focused fund sponsor seeking to drive long-term excess returns by focusing on shareholder engagement & activism, balanced by a core portfolio of holdings. Since December 2016, Mr. Lee has been a Managing Partner at Candlelight Capital Advisors, LLC, an advisory and consulting firm providing business strategy and corporate development services. From January 2022 to June 2023 Mr. Lee served as the CFO at Enspira, Inc., a human capital services, search, and technology firm, where he helped lead a successful process culminating in the sale to a strategic buyer. Mr. Lee served as the CFO of RiskSpan, Inc. from November 2017 to April 2019. At RiskSpan, Inc., he led corporate finance functions, including business planning and budgeting, financial forecasting, cash flow management, and reporting for senior leadership and private equity investors. From October 2015 to August 2016, Mr. Lee was VP of Investments at an early-stage venture firm in Washington D.C., NextGen Venture Partners, LLC, which focused on technology-enabled startups. Since September 2016, Mr. Lee has been Venture Partner at NextGen Venture Partners. Before NextGen, Mr. Lee was a Senior Equity Analyst at Profit Investment Management, a $2.5 billion AUM institutional asset manager, from November 2011 to September 2015, where he was responsible for identifying, analyzing and recommending new investment ideas for the financial, financial technology and industrial sectors. He began his capital markets career as an equity analyst at investment bank FBR Capital Markets, where he covered the insurance sector between April 2005 and September 2011. Mr. Lee received a B.A. in Economics from the University of Virginia and is a CFA Charterholder. Neil Leibman has served as one of our directors since the completion of the Initial Public Offering. Neil Leibman is Co-Owner, President of Business Operations and Chief Operating Officer of the Texas Rangers Baseball Club, as well as a Member of the Texas Rangers Board of Directors and Chairman of the Texas Rangers Baseball Foundation. Formerly, he was the CEO of Boise Baseball LLC, a single A Minor League Chicago Cub affiliate and Co-Managing Partner of Mobile Bay Bears Baseball LLC, the AA affiliate of the Arizona Diamondbacks. Mr. Leibman also sits on MLB’s Diversity Equity and Inclusion and the International Committees. He was also the co-owner and board member of IGC Gaming Esports and formerly team owner and a former member of the Board of Governors of the National Women’s Hockey League, as well as co-owner of the Dallas Rugby Team (“The Jackals”). Mr. Leibman is also CEO of Summer Energy Holdings Inc. (OTCQB: SUME), a publicly traded Retail Electric Company in Texas. Previously, he was the Chairman and CEO of Aspen Pipeline LP I and II, a private equity firm (Energy Spectrum of Dallas) backed limited partnership, which owned and operated gas gathering systems, and transportation pipelines. In addition, Aspen Pipeline owned and operated an open loop biomass electricity generation facilities in the State of Texas. Previously, he was CEO of Gexa Corp. (NASDAQ: GEXA), a Houston based electricity provider, which was sold to FPL Group, Inc. (NYSE:FPL) in June 2005. Mr. Leibman currently is the managing member of Top Tier Sports LLC, a fund which owns as a minority partner teams in a wide range of sports as well as invests in sports tech, media and wearables. Mr. Leibman also sits on the Boards of Kermit Pipeline Company and Amtel Partners and sat on the Board of Aspen Pipeline Company and Gexa Energy Corp. We believe that Mr. Leibman’s experience as a public company CEO and private company executive make him well qualified to serve as a director. Warren Thompson has served as one of our directors since the completion of the Initial Public Offering. Currently, Mr. Thompson is the President and Chairman of Thompson Hospitality Corporation, a large food service and facilities management company in the U.S. Thompson Hospitality was founded in 1992, when Mr. Thompson completed a leveraged buyout of Bob’s Big Boy restaurants from his previous employer, Marriott Corporation. Mr. Thompson was a member of the Board of Directors and Nominations Committee for Sizzle I from November 8, 2021, the date of its initial public offering, until February 27, 2024, the date of consummation of its initial business combination. Mr. Thompson has been a member of the Board of Directors for Compass Group North America, a food service and support services company, since October 1997. Mr. Thompson has been a member of the Board of Directors of Performance Food Group Company since November 2020 including as a member of the Human Capital and Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Thompson has served on other public company boards including Pepsi-Cola African American Advisory board, Federal Realty Investment Trust, and Duke Realty. We believe that Mr. Thompson’s experience as a founder and builder of businesses, including as a director of Sizzle I for its successful Business Combination, makes him well qualified to serve as a director. David Perlin has served as one of our directors since the completion of the Initial Public Offering. Mr. Perlin was a member of the Board of Directors and Audit Committee for Sizzle I from November 8, 2021, the date of its initial public offering, and February 27, 2024, the date of consummation of its initial business combination. Since February 2020, Mr. Perlin has served as Senior Vice President at Shepherd Kaplan Krochuk LLC (SKK), a leading, independently owned, SEC Registered Investment Advisory firm with $9 billion under management. Mr. Perlin was the CEO of Pearl Investment Partners, a multi-family office investment firm and registered investment advisor, which he founded in 2017 until 2020. Prior to this, he was at Goldman Sachs from 1994 to 2004, where he was a Managing Director and co-manager of the International Equity Division. After leaving Goldman Sachs in 2004, he was the head trader and partner at Keel Capital, a long-short equity fund, from 2004 to 2006. David rejoined Goldman Sachs in their Private Wealth Management Business in 2013, and from April 2013 to April 2016, he was SVP and a Managing Director at Goldman Sachs, in the private wealth management division. Mr. Perlin received a B.S. in Accounting from New York University and an M.B.A. from New York University, Stern School of Business. We believe that Mr. Perlin’s experience in the financial sector, as well as experience as a director of Sizzle I for its successful Business Combination, make him well qualified to serve as a director. 33 Family Relationships No family relationships exist between any of our directors or executive officers. Involvement in Certain Legal Proceedings There are no material proceedings to which any director or executive officer has been involved in the last ten years that are material to an evaluation of the ability or integrity of any director or officer. Strategic Advisors Nick Salis serves as one of our strategic advisors. He is the Chief Operating Officer of the Value Opulence I, LLC, d/b/a Catalogue. Mr. Salis is a multi-faceted and passionate operator with over 15+ plus years of experience in QSR, full service and retail restaurants. He started his career in the physical therapy industry and pivoted in 2014 to play a critical role in the scaling of &pizza from 3 to 50 units in 4 years as the Head of Operations. Mr. Salis was named in the Top 25 Executives in Washington, DC in CSuite Spotlight. He is Steve Salis’ brother. Michael Kuchta serves as one of our strategic advisors. Mr. Kuchta is a serial entrepreneur focused on running and building service businesses. He began his career as an analyst and trader at an energy commodities hedge fund and proprietary trading firm from 2008 to 2014. Later he moved to Evercore Partners in their Equity Research division evaluating oil & gas service business and niche capital equipment companies from 2015 to 2016. In 2016, Michael and his brother co-founded Seven Springs Partners, a search fund vehicle designed to acquire and operate a lower middle market business. Upon acquiring Analytical Technologies Group (“ATG”), a laboratory equipment service provider for the pharmaceutical and biotechnology research sector, in 2017, Mr. Kuchta served as President of the company and helped lead the follow-on acquisition and integration of Boston Laboratory Equipment, a provider of refurbished laboratory equipment to congruent end markets. In October 2021, Michael and his brother sold both companies to a private equity group, generating an outsized return for investors. He continues to serve on the Board of Directors of ATG, which has acquired three additional complementary businesses throughout his tenure. Since May 2024, Mr. Kuchta opened and runs the first Connecticut location of Success On The Spectrum, a national franchise providing Applied Behavior Analysis therapy to children diagnosed with Autism Spectrum Disorder. In addition, he is a private investor in search funds. Mr. Kuchta graduated from Princeton University with a degree in English. He is the son-in-law of Jamie Karson. Geovannie Concepcion serves as one of our strategic advisors. Mr. Concepcion is an accomplished restaurant turnaround executive with a strong background in professional investing. Since 2019, Mr. Concepcion has served as the President and CEO of ITA Group Holdings (formerly, The Greene Turtle Franchising Corporation), a privately held restaurant platform company based in the Mid-Atlantic region. From 2017 to 2019, he served as the Chief Operating Officer of Famous Dave’s of America, a publicly traded franchise concept with over 150 locations nationwide. In his role as COO, Mr. Concepcion oversaw all day-to-day operations and led a digital transformation resulting in positive same store sales comparables in company owned locations for six consecutive quarters reversing a multiyear decline. Prior to serving as COO of Famous Dave’s, from 2016 to 2017, Mr. Concepcion served as the VP of Development where he had primary responsibility for executing on the company’s store optimization and refranchising efforts. Mr. Concepcion also led the company’s national efforts with third party delivery providers, online ordering and digital marketing. Before joining Famous Dave’s, from June 2009 until April 2016, Mr. Concepcion served in various capacities at Wexford Capital LP, a registered investment advisor, in the Private Equity and Real Estate Group and the Global Macro Hedge Funds. Mr. Concepcion graduated from DePaul University summa cum laude with a B.S. in Accounting. Rick Camac serves as one of our strategic advisors. Since April 2018, Mr. Camac has served as the Dean of the New York Institute of Culinary Education, a leader in the culinary and hospitality industry, maintaining an active and robust alumni of supporters. Prior thereto, from May 2016 to February 2017, Mr. Camac was the Vice President of Concept Development as Asthetique Hospitality, where he developed brands, built teams, and sourced locations to bring together new investments. From September 2004 to July 2016, Mr. Camac concentrated on operations, sales, brand development and talent acquisition as a Partner at Fatty Crew Hospitality Group, a restaurant group based in New York City. Buck Jordan serves as one of our strategic advisors. Mr. Jordan is founder and CEO of Vebu Inc., a product and technology company whose purpose is to “help humans do more” through the transformation and automation of the food industry. Prior to Vebu Inc, Mr. Jordan founded Wavemaker Labs, a corporate innovation studio, and was a partner at Wavemaker Partners, a cross border venture capital firm, dual headquartered in Los Angeles and Singapore, and one of the most active early stage investors in Southern California and Southeast Asia. In addition, Mr. Jordan is the Cofounder and Chairman of Miso Robotics, focused on building kitchens of the future through AI and robotics, is on the board of Serve Robotics, which is a public company focused on sidewalk delivery robots for food. Previously, Mr. Jordan also founded the venture firm Canyon Creek Capital and served as a Captain and Blackhawk pilot in the California Army National Guard. 34 Our advisors (i) assist us in sourcing and negotiating with potential Business Combination targets, (ii) provide their business insights when we assess potential Business Combination targets and (iii) upon our request, provide their business insights as we work to create additional value in the businesses that we acquire. However, they have no written advisory agreement with us. Additionally, our advisors have no other employment or compensation arrangements with us. Moreover, our advisors are not under any fiduciary obligations to us nor do they perform Board or committee functions, nor will they have any voting or decision-making capacity on our behalf. They also are not be required to devote any specific amount of time to our efforts. Accordingly, if any of our advisors becomes aware of a Business Combination opportunity which is suitable for any of the entities to which he or she has fiduciary or contractual obligations (including other blank check companies), he or she honor their fiduciary or contractual obligations to present such Business Combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We may modify or expand our roster of advisors as we source potential Business Combination targets or create value in businesses that we may acquire. Number and Terms of Office of Officers and Directors Our Board of Directors consists of five (5) members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares are entitled to vote on (i) the appointment and removal of directors or (ii) continuing our Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Our Public Shareholders are not entitled to vote on such matters during such time. These provisions of our Amended and Restated Articles relating to these rights of holders of Class B Ordinary Shares may be amended by a Special Resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. The term of office of the first class of directors, which consists of Mr. Thompson expires at our first annual general meeting. The term of office of the second class of directors, which consists of Mr. Perlin and Mr. Leibman, expires at the second annual general meeting. The term of office of the third class of directors, which consists of Messrs. Salis and Karson, expires at the third annual general meeting. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to vote to appoint officers as it deems appropriate pursuant to our Amended and Restated Articles. Committees of the Board of Directors Our Board of Directors has established two standing committees: the Audit Committee and the Compensation Committee. Subject to phase-in rules, the Nasdaq Rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by our Board and has the composition and responsibilities described below. Audit Committee Upon the commencement of the trading of our units on Nasdaq, our Board of Directors established the Audit Committee. David Perlin, Warren Thompson and Neil Leibman serve as the members of our Audit Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent. David Perlin, Warren Thompson and Neil Leibman are each independent. Mr. Perlin serves as the chairman of the Audit Committee. Each member of the Audit Committee is financially literate and our Board of Directors has determined that Mr. Perlin qualifies as an “audit committee financial expert” as defined in applicable SEC rules. 35 We have adopted an Audit Committee charter, which details the principal functions of the audit committee, including: ● assisting Board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with Management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; ● reviewing with Management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities; ● advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule; and ● implementing and overseeing our cybersecurity and information security policies, and periodically reviewing the policies and managing potential cybersecurity incidents. Compensation Committee Upon the commencement of the trading of our units on Nasdaq, our Board of Directors established the Compensation Committee. The members of our Compensation Committee are Neil Leibman and David Perlin. Mr. Perlin serves as chair of the Compensation Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have a Compensation Committee of at least two members, all of whom must be independent. Neil Leibman and David Perlin are each independent. We have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ● reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to Board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting Management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; 36 ● producing a report on executive compensation to be included in our annual proxy statement; ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and ● advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule. The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee considers the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or the Nasdaq Rules. In accordance with Rule 5605I(2) of the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection by our Board of Directors. Our Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who participate in the consideration and recommendation of director nominees are Neil Leibman, Warren Thompson and David Perlin. In accordance with Rule 5605I(1)(A) of the Nasdaq Rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The Board of Directors also considers director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our Board of Directors should follow the procedures set forth in our Amended and Restated Articles. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial Business Combination, holders of our Public Shares do not have the right to recommend director candidates for nomination to our Board of Directors. Code of Ethics We have adopted the Code of Ethics. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. The foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions of the Code of Ethics, a copy of which is attached hereto as Exhibit 14. Trading Policies On April 2, 2025, we adopted the Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq Rules. The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19. 37 Item 11. Executive Compensation. None of our executive officers or directors have received any cash compensation for services rendered to us. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account: ● Repayment of up to an aggregate of $500,000 in loans made to us by our Sponsor, pursuant to the IPO Promissory Note to cover offering-related and organizational expenses; ● Reimbursement for office space, utilities and secretarial and administrative support made available to us by the Sponsor Managing Member, in an amount equal to $15,000 per month, pursuant to the Administrative Service Agreement; ● Payment of consulting, success or finder fees to our independent directors, advisors, or their respective affiliates in connection with the consummation of our initial Business Combination; ● We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination; ● Repayment of Working Capital Loans that may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination. Up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the applicable lender. Such units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). Except for the foregoing, 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; and ● Our independent directors have each received, for their services as a director, an indirect interest in 20,000 Founder Shares through membership interests in our Sponsor and each member of our Audit Committee have received, for their services on the committee, an indirect interest in 10,000 Founder Shares through membership interests in our Sponsor. After the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial Business Combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management. It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the Board of Directors for determination, either by the Compensation Committee or by a majority of the independent directors on our Board of Directors. We do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our Management’s motivation in identifying or selecting a target business but we do not believe that the ability of our Management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Compensation Recovery and Clawback Policy On April 2, 2025, our Board of Directors approved the adoption of the Clawback Policy in order to comply with the SEC Clawback Rule, and the Nasdaq Rules, as set forth in Nasdaq Listing Rule 5608, a copy of which is attached hereto as Exhibit 97 . At no time during the fiscal year covered by this Report were we required to prepare an accounting restatement that required recovery of an erroneously awarded compensation pursuant to the Clawback Policy. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 12, 2026 based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by: ● each person known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares; 38 ● each of our executive officers and directors that beneficially owns our Ordinary Shares; and ● all our executive officers and directors as a group. In the table below, percentage ownership is based on 31,266,667 Ordinary Shares, consisting of (i) 23,600,000 Class A Ordinary Shares and (ii) 7,666,667 Class B Ordinary Shares, issued and outstanding as of March 12, 2026. On all matters to be voted upon, except for (x) the appointment and removal of directors to the Board and (y) continuing our Company in a jurisdiction outside the Cayman Islands , holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Rights as these Private Placement Rights are not exercisable within 60 days of the date of this Report. Class A Ordinary Shares Class B Ordinary Shares Approximate Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned Approximate Percentage of Class Number of Shares Beneficially Owned (2) Approximate Percentage of Class Percentage of Total Outstanding Ordinary Shares VO Sponsor II, LLC (3) 400,000 1.69 % 7,666,667 100 % 25.79 % Steve Salis (3) 400,000 1.69 % 7,666,667 100 % 25.79 % Jamie Karson (3) 400,000 1.69 % 7,666,667 100 % 25.79 % Daniel Lee (3) — — — — — Neil Leibman (3) — — — — — Warren Thompson (3) — — — — — David Perlin — — — — — All executive officers and directors as a group (6 individuals) ​400,000 1.69 % 7,666,667 100 % 25.79 % Other 5% Shareholders Tenor Parties (4) 1,750,000 7.42 % — — 5.60 % Magnetar Parties (5) 1,750,000 7.42 % — — 5.60 % Westchester Parties (6) 1,559,439 6.78 % — — 4.99 % AQR Parties (7) 1,305,022 5.53 % — — 4.17 % (1) Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o Sizzle Acquisition Corp. II, 4201 Georgia Avenue NW, Washington D.C. 20011. (2) Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such Founder Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment. (3) VO Sponsor II, LLC, our Sponsor, is the record holder of such Founder Shares. Each of Steve Salis and Jamie Karson is a managing member of VO Sponsor II Management, LLC, which is the sole managing member of VO Sponsor II, LLC and holds voting and investment discretion with respect to the Founder Shares held of record by the Sponsor. Each of Mr. Salis and Mr. Karson disclaims any beneficial ownership of the securities held by VO Sponsor II, LLC, other than to the extent of any pecuniary interest he may have therein, directly or indirectly. All of our officers and directors and our advisors are members of our Sponsor. Each of our independent directors indirectly holds 20,000 Founder Shares through membership interests in our Sponsor and each member of our audit committee indirectly holds 10,000 Founder Shares through membership interests in our Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. (4) According to a Schedule 13G filed with the SEC on April 9, 2025 by (i) Tenor Capital Management Company, L.P, a Delaware limited partnership (“Tenor Capital”), (ii) Tenor Opportunity Master Fund, Ltd. a Cayman Islands exempted company (the “Master Fund”) and (iii) Robin Shah, a citizen of the United States (“Mr. Shah”, and collectively with Tenor Capital and the Master Fund, the “Tenor Parties”). The Public Shares are held by the Master Fund and Tenor Capital serves as the investment manager to the Master Fund. Mr. Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. By virtue of these relationships, the Tenor Parties may be deemed to have shared voting and dispositive power with respect to the Public Shares owned directly by the Master Fund. The principal business address of each of the Tenor Parties is 810 Seventh Avenue, Suite 1905, New York, New York 10019. 39 (5) According to a Schedule 13G filed with the SEC on August 8, 2025 by (i) Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”), (ii) Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), (iii) Supernova Management LLC, a Delaware limited liability company (“Supernova Management”), and (iv) David J. Snyderman, a citizen of the United States (“Mr. Snyderman”, collectively with Magnetar Financial, Magnetar Capital Partners and Supernova Management, the “Magnetar Parties”), in connection with Public Shares held for the following funds (collectively, the “Magnetar Funds”) (a) Magnetar Constellation Master Fund, Ltd, Magnetar Xing He Master Fund Ltd, Magnetar SC Fund Ltd, Purpose Alternative Credit Fund Ltd, all Cayman Islands exempted companies, (b) Magnetar Structured Credit Fund, LP, a Delaware limited partnership and (c) Magnetar Alpha Star Fund LLC, Magnetar Lake Credit Fund LLC and Magnetar Waterfront Series A LLC, all Delaware limited liability companies. Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Public Shares held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Snyderman. The principal business address of each of the Magnetar Parties is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201. (6) According to a Schedule 13G filed with the SEC on November 14, 2025 by (i) Westchester Capital Management, LLC, a Delaware limited liability company (“Westchester”), (ii) Westchester Capital Partners, LLC, a Delaware limited liability company (“WCP”), (iii) Virtus Investment Advisers, LLC, a Delaware limited liability company (“Virtus”), and (iv) The Merger Fund, a Massachusetts business trust (“MF”, and collectively, with Westchester, WCP and Virtus, the “Westchester Parties”).Virtus, a registered investment adviser, serves as the investment adviser to MF, The Merger Fund VL (“MF VL”), Virtus Westchester Event-Driven Fund (“EDF”) and Virtus Westchester Credit Event Fund (“CEF”). Westchester, a registered investment adviser, serves as sub-advisor to each of MF, MF VL, EDF, CEF, JNL/Westchester Capital Event Driven Fund (“JNL”), JNL Multi-Manager Alternative Fund (“JARB”) and Principal Funds, Inc. - Global Multi-Strategy Fund (“PRIN”). WCP, a registered investment adviser, serves as investment adviser to Westchester Capital Master Trust (“Master Trust”, and collectively with MF, MF VL, EDF, CEF, JNL, JARB and PRIN, the “Funds”). The Funds directly hold the Public Shares for the benefit of the investors in those Funds. Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester and WCP. The principal business address of each of the Westchester Parties is 100 Summit Lake Drive, Valhalla, New York 10595. (7) According to a Schedule 13G/A filed with the SEC on November 12, 2025 by (i) AQR Capital Management, LLC (“AQR Capital”), a Delaware limited liability company, AQR Capital Management Holdings, LLC, a Delaware limited liability company (“AQR Holdings”) and AQR Arbitrage, LLC, a Delaware limited liability company (“AQR Arbitrage”, collectively with AQR Capital and AQR Holdings, the “AQR Parties”). AQR Capital is a wholly owned subsidiary of AQR Management. AQR Arbitrage is deemed to be controlled by AQR Capital. The principal business address of each of the AQR Parties is One Greenwich Plaza, Greenwich, Connecticut 06830. Securities Authorized for Issuance under Equity Compensation Plans None. Changes in Control None. Item 13. Certain Relationships and Related Transactions, and Director Independence. On July 16, 2024, our Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering costs in exchange for 7,666,667 Founder Shares. The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 23,000,000 Public Units if the Over-Allotment Option was exercised in full, and therefore that such Founder Shares would represent 25% of the outstanding Ordinary Shares after the Initial Public Offering (excluding the Private Placement Shares). Up to 1,000,000 of the Founder Shares were to be surrendered for no consideration depending on the extent to which the Over-Allotment Option was exercised. On April 3, 2025, the Underwriters fully exercised their Over-Allotment Option; consequently, such 1,000,000 Founder Shares are no longer subject to forfeiture 40 Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Unis Purchase Agreements, we completed the private sale of an aggregate of 600,000 Private Placement Units to our Sponsor and Cantor in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to our Company of $6,000,000. Of those 600,000 Private Placement Units, (i) the Sponsor purchased 400,000 Private Placement Units and (ii) Cantor purchased 200,000 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities) subject to certain limited exceptions as described in the IPO Registration Statement. Prior to or in connection with the completion of our initial Business Combination, there may be payment by us to our Sponsor, officers, directors or advisors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial Business Combination, have been and will continue to be paid from funds held outside the Trust Account. Commencing on April 3, 2025, and until the completion of our Business Combination or liquidation, we reimburse the Sponsor Managing Member $15,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the year ended December 31, 2025 and the period from July 8, 2024 (inception) through December 31, 2024, we incurred and $133,000 and $0, respectively, in fees for these services. Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $500,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2024 or the completion of our Initial Public Offering. The loan of $306,752 was fully repaid upon the consummation of our Initial Public Offering on April 3, 2025. No additional borrowing is available under the IPO Promissory Note. 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 will 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 would 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 December 31, 2025 and 2024, we did not have any borrowings under any Working Capital Loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. We have until the end of the Combination Period to consummate our initial Business Combination. If we anticipate that we may be unable to consummate our initial Business Combination within the Combination Period, we may seek shareholder approval to amend our Amended and Restated Articles to extend the Combination Period. If we seek shareholder approval for an extension, our Public Shareholders will be offered an opportunity to redeem their Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes payable, if any), divided by the number of then issued and outstanding Public Shares, subject to applicable law. Any of the foregoing payments to our Sponsor, repayments of loans from our Sponsor, including pursuant to the IPO Promissory Note issued to our Sponsor, repayments of any Working Capital Loans prior to our initial Business Combination and payments pursuant to the Administrative Services Agreement are made using funds held outside the Trust Account. After our initial Business Combination, members of our Management Team who remain with us may be paid consulting, Management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. 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. Our Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period. 41 Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares. Director Independence Nasdaq Rules require that a majority of our Board of Directors be independent within one year of our Initial Public Offering. An “independent director” is defined generally as a person who, in the opinion of a company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our Board of Directors has determined that each of David Perlin, Neil Leibman and Warren Thompson are “independent directors” as defined in the Nasdaq Rules and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present, as needed. Item 14 . Principal Accountant Fees and Services. The following is a summary of fees paid or to be paid to Withum for services rendered. Audit Fees Audit fees consist of the aggregate fees for professional services rendered for the (audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the (i) audit of our annual financial statements and (ii) review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the year ended December 31, 2025 and the period from July 8, 2024 (inception) through December 31, 2024 totaled $138,715 and $66,560, respectively. The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings. Audit-Related Fees Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related fees for the year ended December 31, 2025 and the period from July 8, 2024 (inception) through December 31, 2024. Tax Fees Tax fees consist of the aggregate fees billed for professional services relating to tax compliance, tax planning and tax advice. We paid Withum $0 and $4,160, respectively, for tax services, planning or advice for the year ended December 31, 2025 and the period from July 8, 2024 (inception) through December 31, 2024. All Other Fees All other fees consist of the aggregate fees billed for all other services. We did not pay Withum for any other services for the year ended December 31, 2025 and the period from July 8, 2024 (inception) through December 31, 2024. Pre-Approval Policy Our Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). 42 PART IV Item 15. Exhibit and Financial Statement Schedules. (a) The following documents are filed as part of this Report: (1) Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2 Financial Statements: Balance Sheets as of December 31, 2025 and December 31, 2024 F-3 Statements of Operations for the year ended December 31, 2025, and for the period from July 8, 2024 (inception) through December 31, 2024 F-4 Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025, and for the period from July 8, 2024 (inception) through December 31, 2024 F-5 Statements of Cash Flows for the year ended December 31, 2025, and for the period from July 8, 2024 (inception) through December 31, 2024 F-6 Notes to the Financial Statements F-7 to F-18 (2) Financial Statement Schedules All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov. Item 16. Form 10-K Summary. Omitted at our Company’s option. 43 SIZZLE ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Financial Statements: Balance Sheets as of December 31, 2025, and 2024 F-3 Statements of Operations for the year ended December 31, 2025 and for the period from July 8, 2024 (inception) through December 31, 2024 F-4 Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and for the period from July 8, 2024 (inception) through December 31, 2024 F-5 Statements of Cash Flows for the year ended December 31, 2025 and for the period from July 8, 2024 (inception) through December 31, 2024 F-6 Notes to the Financial Statements F-7 to F-18 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Sizzle Acquisition Corp. II: Opinion on the Financial Statements We have audited the accompanying balance sheets of Sizzle Acquisition Corp. II (the “Company”) as of December 31, 2025 and 2024 and the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2025 and for the period from July 8, 2024 (inception) through December 31, 2024 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from July 8, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC PCAOB ID Number 100 We have served as the Company’s auditor since 2024. New York, New York March 12, 2026 F- 2 SIZZLE ACQUISITION CORP. II BALANCE SHEETS December 31, 2025 December 31, 2024 Assets: Current assets: Cash $ 805,124 $ — Prepaid expenses 109,702 — Due from Sponsor 16,690 — Total Current Assets 931,516 — Deferred offering costs — 149,460 Long-term prepaid insurance 23,361 — Cash and marketable securities held in Trust Account 237,007,209 — Total Assets $ 237,962,086 $ 149,460 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit: Current liabilities: Accrued expenses $ 58,707 $ 15,600 Accrued offering costs 80,220 54,640 IPO Promissory Note – related party — 121,550 Total Current Liabilities 138,927 191,790 Deferred Fee payable 10,950,000 — Total Liabilities 11,088,927 191,790 Commitments and Contingencies (Note 6) Class A Ordinary Shares subject to possible redemption, $ 0.0001 par value; 23,000,000 and no shares issued and outstanding at redemption value of $ 10.30 and $ 0 per share as of December 31, 2025 and 2024, respectively 237,007,209 — Shareholders’ Deficit Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of December 31, 2025 and 2024 — — Class A Ordinary Shares, $ 0.0001 par value; 500,000,000 shares authorized; 600,000 and no shares issued and outstanding (excluding 23,000,000 and no shares subject to possible redemption) as of December 31, 2025 and 2024, respectively 60 — Class B Ordinary Shares, $ 0.0001 par value; 50,000,000 shares authorized; 7,666,667 shares issued and outstanding as of December 31, 2025 and 2024 (1) 767 767 Additional paid-in capital — 24,233 Accumulated deficit ( 10,134,877 ) ( 67,330 ) Total Shareholders’ Deficit ( 10,134,050 ) ( 42,330 ) Total Liabilities and Shareholders’ Deficit $ 237,962,086 $ 149,460 (1) Includes 1,000,000 Class B Ordinary Shares subject to forfeiture if the Over-Allotment Option was not exercised in full or in part by the Underwriters (Note 5). On April 3, 2025, the Company consummated its Initial Public Offering and sold 23,000,000 Public Units, including 3,000,000 Option Units sold pursuant to the full exercise of the Over-Allotment Option; consequently, such 1,000,000 Class B Ordinary Shares are no longer subject to forfeiture. The accompanying notes are an integral part of these financial statements. F- 3 SIZZLE ACQUISITION CORP. II STATEMENTS OF OPERATIONS For the Year Ended December 31, 2025 For the Period from July 8, 2024 (Inception) through December 31, 2024 General and administrative costs $ 537,453 $ 67,330 Loss from operations ( 537,453 ) ( 67,330 ) OTHER INCOME Income earned on cash and marketable securities held in Trust Account 7,007,209 — Total other income 7,007,209 — NET INCOME (LOSS) $ 6,469,756 $ ( 67,330 ) Basic and diluted weighted average Class A Ordinary Shares outstanding 17,635,165 — Basic and diluted net income (loss) per Class A Ordinary Share $ 0.26 $ — Basic weighted average Class B Ordinary Shares outstanding (1) 7,413,920 6,666,667 Basic net income (loss) per Class B Ordinary Share $ 0.26 $ ( 0.01 ) Diluted weighted average Class B Ordinary Shares outstanding (1) 7,419,414 6,666,667 Diluted net income (loss) per Class B Ordinary Share $ 0.26 $ ( 0.01 ) (1) Includes 1,000,000 Class B Ordinary Shares subject to forfeiture if the Over-Allotment Option was not exercised in full or in part by the Underwriters (Note 5). On April 3, 2025, the Company consummated its Initial Public Offering and sold 23,000,000 Public Units, including 3,000,000 Option Units sold pursuant to the full exercise of the Over-Allotment Option; consequently, such 1,000,000 Class B Ordinary Shares are no longer subject to forfeiture. The accompanying notes are an integral part of these financial statements. F- 4 SIZZLE ACQUISITION CORP. II STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2025 AND FOR THE PERIOD FROM JULY 8, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 Class A Ordinary Shares Class B Ordinary Shares (1) Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance – July 8, 2024 (inception) — $ — — $ — $ — $ — $ — Issuance of Ordinary Shares — — 7,666,667 767 24,233 — 25,000 Net loss — — — — — ( 67,330 ) ( 67,330 ) Balance – December 31, 2024 — — 7,666,667 767 24,233 ( 67,330 ) ( 42,330 ) Accretion for Class A Ordinary Shares to redemption amount — — — — ( 9,182,834 ) ( 16,537,303 ) ( 25,720,137 ) Sale of 600,000 Private Placement Units 600,000 60 — — 5,999,940 — 6,000,000 Fair value of Public Rights included in Public Units — — — — 3,404,000 — 3,404,000 Allocated value of transaction costs to Class A Ordinary Shares — — — — ( 245,339 ) — ( 245,339 ) Net income — — — — — 6,469,756 6,469,756 Balance – December 31, 2025 600,000 $ 60 7,666,667 $ 767 $ — $ ( 10,134,877 ) $ ( 10,134,050 ) (1) Includes 1,000,000 Class B Ordinary Shares subject to forfeiture if the Over-Allotment Option was not exercised in full or in part by the Underwriters (Note 5). On April 3, 2025, the Company consummated its Initial Public Offering and sold 23,000,000 Public Units, including 3,000,000 Option Units sold pursuant to the full exercise of the Over-Allotment Option; consequently, such 1,000,000 Class B Ordinary Shares are no longer subject to forfeiture. The accompanying notes are an integral part of these financial statements. F- 5 SIZZLE ACQUISITION CORP. II STATEMENTS OF CASH FLOWS For the Year Ended December 31, For the Period from July 8, 2024 (Inception) Through December 31, 2025 2024 Cash Flows from Operating Activities: Net income (loss) $ 6,469,756 $ ( 67,330 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Operating costs paid through IPO Promissory Note – related party 20,567 31,150 Formation costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares — 10,180 Income earned on cash and marketable securities held in Trust Account ( 7,007,209 ) — Changes in operating assets and liabilities: Prepaid expenses ( 103,702 ) 10,400 Long-term prepaid insurance ( 23,361 ) — Accrued expenses 43,107 15,600 Net cash used in operating activities ( 600,842 ) — Cash Flows from Investing Activities: Investment of cash into Trust Account ( 230,000,000 ) — Net cash used in investing activities ( 230,000,000 ) — Cash Flows from Financing Activities: Proceeds from sale of Public Units, net of underwriting discounts paid 226,000,000 — Proceeds from sale of Private Placement Units 5,983,310 — Repayment of IPO Promissory Note - related party ( 306,752 ) — Payment of offering costs ( 270,592 ) — Net cash provided by financing activities 231,405,966 — Net Change in Cash 805,124 — Cash – Beginning of period — — Cash – End of period $ 805,124 $ — Noncash investing and financing activities: Offering costs included in accrued offering costs $ 25,580 $ 54,640 Deferred offering costs paid through IPO Promissory Note – related party $ 158,635 $ 80,000 Prepaid services contributed by Sponsor through IPO Promissory Note - related party $ 6,000 $ 10,400 Due from Sponsor $ 16,690 $ — The accompanying notes are an integral part of these financial statements. F- 6 SIZZLE ACQUISITION CORP. II NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY AND CAPITAL RESOURCES Organization and General Sizzle Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 8, 2024 . The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company may pursue an initial Business Combination target in any industry. The Company is an early-stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies. As of December 31, 2025, the Company had not entered into a definitive agreement with any specific Business Combination target. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from July 8, 2024 (inception) through December 31, 2025, relates to the Company’s formation and the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying and evaluating prospective acquisition candidates and activities in connection with the Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is VO Sponsor II, LLC (the “Sponsor”). The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 14, 2025, as amended (File No. 333-285839), was declared effective on April 1, 2025 (the “IPO Registration Statement”). On April 3, 2025, the Company consummated the initial public offering of 23,000,000 units (the “Public Units”), which included the full exercise of the Over-Allotment Option (as defined in Note 6) in the amount of 3,000,000 units (the “Option Units”), at $ 10.00 per Public Unit, generating gross proceeds of $ 230,000,000 (the “Initial Public Offering”), as discussed in Note 3. Each Public Unit consists of one Class A ordinary share, par value $ 0.0001 per share, of the Company (the “Class A Ordinary Shares” and with respect to the Class A Ordinary Shares included in the Public Units, the “Public Shares”), and one right to receive one-tenth (1/10) of a Class A Ordinary Share upon the consummation of an initial Business Combination (each a “Public Right”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 600,000 units (the “Private Placement Units” and together with the Public Units and Option Units, the “Units”) to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), the representative of several underwriters of the Initial Public Offering (the “Underwriters”), at a price of $ 10.00 per Private Placement Unit, in a private placement, generating gross proceeds of $ 6,000,000 (the “Private Placement”) as discussed in Note 4. Of those 600,000 Private Placement Units, the Sponsor purchased 400,000 Private Placement Units and Cantor purchased 200,000 Private Placement Units. Each Private Placement Unit consists of one Class A Ordinary Share (the “Private Placement Shares”) and one right to receive one-tenth of one Class A Ordinary Share upon the consummation of an initial Business Combination (the “Private Placement Rights”, and together with the Public Rights, the “Rights”). Transaction costs amounted to $ 15,554,267 , consisting of $ 4,000,000 of cash underwriting fee, the Deferred Fee (as defined in Note 6) of $ 10,950,000 , and $ 604,267 of other offering costs. The Company’s management (“Management”) has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less the Deferred Fee). F- 7 SIZZLE ACQUISITION CORP. II NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2025 The initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of the Deferred Fee held and taxes payable, if any, on the income earned on the Trust Account, if any) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering, on April 3, 2025, an amount of $ 230,000,000 ($ 10.00 per Unit) from the net proceeds of the Initial Public Offering and the Private Placement was placed in a trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee. The funds in the Trust Account funds were initially invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. The holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on Management’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the Private Placement will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination by April 3, 2027, 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Combination Period”), subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Articles”) to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the Public Shares (the “Public Shareholders”). The Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable, if any), divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Account was $ 10.30 per Public Share as of December 31, 2025. The Ordinary Shares (as defined in Note 2) subject to possible redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity”. The Company has only the duration of the Combination Period to complete the initial Business Combination. If the Company is unable to complete its initial Business Combination within the Combination Period, the Company will as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable, if any, and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. F- 8 SIZZLE ACQUISITION CORP. II NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2025 The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, dated April 1, 2025 (the “Letter Agreement”), pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note 5), Private Placement Shares and Public Shares in connection with (x) the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination and (y) a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (ii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account; and (iii) vote any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which would not be voted in favor of approving the Business Combination) in favor of the Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share due to reductions in the value of the Trust Account assets, less taxes payable, if any, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot provide any assurance that the Sponsor would be able to satisfy those obligations. Liquidity and Capital Resources As of December 31, 2025, the Company had $ 805,124 of cash and working capital of $ 792,589 . In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay such Working Capital Loans at that time. 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 would be identical to the Private Placement Units. As of December 31, 2025 and 2024, no such Working Capital Loans were outstanding. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company does not believe it will need to raise additional funds to meet the expenditures required for operating its business over the period of 12 months from the date of the issuance of the accompanying financial statements. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. Management plans to consummate an initial Business Combination prior to the end of the Combination Period. The Company cannot provide any assurance that its plans to raise capital or to consummate an initial Business Combination will be successful. F- 9 SIZZLE ACQUISITION CORP. II NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the accompanying financial statements with another public company that is neither an (i) emerging growth company nor (ii) an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the accompanying financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying financial statements and the reported amounts of expenses during the reporting period. Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 805,124 and $ 0 in cash, respectively, and no cash equivalents as of December 31, 2025 and 2024. Cash and Marketable Securities Held in Trust Account As of December 31, 2025 and 2024, the assets held in the Trust Account, amounting to $ 237,007,209 and $ 0 , respectively, were held in cash and money market funds that are invested in U.S. government securities. The Company accounts for its investments as trading securities under FASB ASC Topic 320, “Investments—Debt and Equity Securities”, where securities are presented at fair value on the accompanying balance sheets. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in income earned on cash and marketable securities held in Trust Account in the accompanying statements of operations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. F- 10 SIZZLE ACQUISITION CORP. II NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2025 Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of FASB ASC Topic 340-10-S99, “Accounting for Offering Costs”, and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate Initial Public Offering proceeds from the Public Units between Public Shares and Public Rights, using the residual method by allocating Initial Public Offering proceeds first to the assigned value of the Public Rights and then to the Public Shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to Public Rights and Private Placement Units were charged to shareholders’ deficit, as the Public Rights, after Management’s evaluation, were accounted for under equity treatment. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures.” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be a Cayman Islands exempted company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the accompanying statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the accompanying balance sheets as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the date of the accompanying balance sheets. Rights The Company accounted for the Rights issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815. Accordingly, the Company evaluated and classified the Rights under equity treatment at their assigned values. F- 11 SIZZLE ACQUISITION CORP. II NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2025 Net Income (Loss) per Ordinary Share The Company has two classes of Ordinary Shares: Class A Ordinary Shares and the Company’s Class B ordinary shares, par value $ 0.0001 per share (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”). Net income (loss) per Ordinary Share is computed by dividing net income (loss) by the weighted average number of Ordinary Shares outstanding during the period, excluding Ordinary Shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,000,000 Class B Ordinary Shares that were subject to forfeiture if the Over-Allotment Option was not exercised by the Underwriters (see Note 5). The following tables present calculations of the basic and diluted income (loss) for the periods presented in the accompanying financial statements. For the Year Ended December 31, 2025 For the Period from July 8, 2024 (Inception) Through December 31, 2024 Class A Class B Class A Class B Basic net income (loss) per Ordinary Share: Numerator: Allocation of net income (loss) $ 4,554,866 $ 1,914,890 $ ― $ ( 67,330 ) Denominator: Basic weighted average Ordinary Shares outstanding 17,635,165 7,413,920 ― 6,666,667 Basic net income (loss) per Ordinary Share $ 0.26 $ 0.26 $ ― $ ( 0.01 ) For the Year Ended December 31, 2025 For the Period from July 8, 2024 (Inception) Through December 31, 2024 Class A Class B Class A Class B Diluted net income per Ordinary Share: Numerator: Allocation of net income $ 4,553,867 $ 1,915,889 $ ― $ ( 67,330 ) Denominator: Diluted weighted average Ordinary Shares outstanding 17,635,165 7,419,414 ― 6,666,667 Diluted net income per Ordinary Share $ 0.26 $ 0.26 $ ― $ ( 0.01 ) Share-Based Compensation The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Grants of share-based payment awards issued to non-employees for services rendered are recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. F- 12 SIZZLE ACQUISITION CORP. II NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2025 Class A Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the initial Business Combination. In accordance with FASB ASC Topic 480-10-S99, “Distinguishing Liabilities from Equity”, the Company classifies Class A Ordinary Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable Public Shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable Public Shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the accompanying balance sheets. As of December 31, 2025, the Class A Ordinary Shares subject to possible redemption reflected in the accompanying balance sheets are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Rights ( 3,404,000 ) Class A Ordinary Shares issuance costs ( 15,308,928 ) Plus: Remeasurement of carrying value to redemption value 18,712,928 Class A Ordinary Shares subject to possible redemption, April 3, 2025 230,000,000 Plus: Remeasurement of carrying value to redemption value 7,007,209 Class A Ordinary Shares subject to possible redemption, December 31, 2025 $ 237,007,209 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. NOTE 3. INITIAL PUBLIC OFFERING In the Initial Public Offering on April 3, 2025, the Company sold 23,000,000 Public Units, which included the full exercise of the Over-Allotment Option amounting to 3,000,000 Option Units, at a purchase price of $ 10.00 per Public Unit. Each Public Unit consists of one Public Share and one Public Right, which grants a holder the right to receive one-tenth (1/10) of a Class A Ordinary Share upon the consummation of an initial Business Combination. NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 600,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit in the Private Placement. Each Private Placement Unit consists of one Private Placement Share and one Private Placement Right, which grants the holder the right to receive one-tenth (1/10) of a Class A Ordinary Share upon the consummation of an initial Business Combination. Of those 600,000 Private Placement Units, the Sponsor purchased 400,000 Private Placement Units and Cantor purchased 200,000 Private Placement Units. The Private Placement Units are identical to the Public Units, subject to certain limited exceptions. If the initial Business Combination is not completed within the Combination Period, the proceeds from the Private Placement held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On July 16, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.003 per share, through payments of offering costs and expenses on the Company’s behalf, for which the Company issued 7,666,667 Class B Ordinary Shares to the Sponsor (such shares, the “Founder Shares”). Up to 1,000,000 of the Founder Shares were to be surrendered by the Sponsor for no consideration depending on the extent to which the Over-Allotment Option was exercised. On April 3, 2025, the Underwriters exercised the Over-Allotment Option in full as part of the closing of the Initial Public Offering. As such, those 1,000,000 Founder Shares are no longer subject to forfeiture. F- 13 SIZZLE ACQUISITION CORP. II NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2025 On March 27, 2025, the Sponsor granted membership interests equivalent to an aggregate of 140,000 Founder Shares to the three independent directors of the Company in exchange for their services as independent directors through the initial Business Combination. The Founder Shares, represented by such membership interests, will remain with the Sponsor if the holder of such membership interests is no longer serving the Company prior to the initial Business Combination. The membership interest assignment of the Founder Shares to the holders of such interests are in the scope of ASC 718. Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the assignment date. The total fair value of the 140,000 Founder Shares represented by such membership interests assigned to the holders of such interests on March 27, 2025, was $ 206,780 or $ 1.48 per Founder Share. The Company established the initial fair value of the Founder Shares on March 27, 2025, the date of the grant agreement, using a calculation prepared by a third-party valuation team which takes into consideration the market adjustment of 15.0 %, a risk-free rate of 4.28 % and a share price of $ 9.85 . The Founder Shares are classified as Level 3 at the measurement date due to the use of unobservable inputs, and other risk factors. The membership interests were assigned subject to a performance condition (i.e., providing services through Business Combination). Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of membership interests that ultimately vest times the assignment date fair value per Founder Share (unless subsequently modified) less the amount initially received for the assignment of the membership interests. As of December 31, 2025, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized. The Founder Shares are designated as Class B Ordinary Shares and, except as described below, are identical to the Public Shares and holders of Founder Shares have the same shareholder rights as Public Shareholders, except (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below; (ii) the Founder Shares are entitled to registration rights; (iii) the Sponsor and the Company’s officers and directors have entered into the Letter Agreement with the Company, pursuant to which they have agreed to many limitations on the Founder Shares (see Note 1 and below); (iv) the Founder Shares are automatically convertible into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the Amended and Restated Articles; and (v) prior to the closing of the initial Business Combination, only holders of the Class B Ordinary Shares are entitled to vote on (x) the appointment and removal of directors or (y) continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the Company’s constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Pursuant to the Letter Agreement, the holders of Founder Shares have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issued upon conversion thereof until the earlier to occur of (i) six months after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the holders of the Founder Shares with respect to any Founder Shares (the “Lock-up”). Notwithstanding the foregoing, if (x) the closing price of the Class A Ordinary Shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing after the initial Business Combination or (y) if the Company consummates a transaction after the initial Business Combination that results in the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property, the Founder Shares will be released from the Lock-up. IPO Promissory Note The Sponsor agreed to loan the Company an aggregate of up to $ 500,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to the certain unsecured promissory note in the principal amount of up to $ 500,000 issued to the Sponsor on August 14, 2024 (as amended and restated, the “IPO Promissory Note”). The IPO Promissory Note was non-interest bearing, unsecured and due at the earlier of June 30, 2025, or the closing of the Initial Public Offering. As of April 3, 2025, the Company had $ 306,752 outstanding borrowings under the IPO Promissory Note. On April 4, 2025, the Company repaid the total outstanding balance of the IPO Promissory Note and there were no amounts outstanding under the IPO Promissory Note as of December 31, 2025, and further borrowings under the IPO Promissory Note are no longer available. Due from Sponsor As of April 3, 2025, the Sponsor owed the Company an aggregate amount of $ 2,000,000 , representing the Private Placement proceeds to be transferred to the Company once its bank account had been established. On April 4, 2025, the Sponsor wired an aggregate amount of $ 1,678,233 to the Company. 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 Sponsor. F- 14 SIZZLE ACQUISITION CORP. II NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2025 Administrative Services Agreement The Company entered into an administrative service agreement, dated April 1, 2025, with the managing member of the Sponsor (the “Administrative Service Agreement”), pursuant to which, commencing on April 3, 2025, through the earlier of the Company’s consummation of initial Business Combination and its liquidation, the Company pays an aggregate of $ 15,000 per month for office space, utilities, and secretarial and administrative support services. For the year ended December 31, 2025, the Company incurred and paid $ 133,000 of fees for these services pursuant to the Administrative Services Agreement. For the period from July 8, 2024 (inception) through December 31, 2024, the Company did not incur any fees for these services. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans as may be required. If the Company completes a Business Combination, the Company will repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $ 10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units. As of December 31, 2025 and 2024, no such Working Capital Loans were outstanding. NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination. Registration Rights Agreement The holders of the (i) Founder Shares, (ii) Private Placement Units (and their underlying securities) and units that may be issued upon conversion of the Working Capital Loans (and their underlying securities), if any, (iii) any Class A Ordinary Shares issuable upon conversion of the Founder Shares and (iv) 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 these securities are entitled to make up to three demands, excluding short form demands, and have piggyback registration rights. Cantor may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, Cantor may participate in a piggyback registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the Underwriters a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any (the “Over-Allotment Option”). On April 3, 2025, the Underwriters fully exercised their Over-Allotment Option. The Underwriters were paid a cash underwriting discount of $ 4,000,000 ( 2.0 % of the gross proceeds of the Public Units offered in the Initial Public Offering, excluding any proceeds from the Option Units sold pursuant to the Over-Allotment Option), which was paid at the closing of the Initial Public Offering. Additionally, the Underwriters are entitled to a deferred fee of (i) 4.5 % of the gross proceeds of the Initial Public Offering held in the Trust Account, other than those sold pursuant to the Over-Allotment Option, and (ii) 6.5 % of the gross proceeds sold pursuant to the Over-Allotment Option, or $ 10,950,000 in the aggregate, payable upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement, dated April 1, 2025, by and between the Company and Cantor (such fee, the “Deferred Fee”). F- 15 SIZZLE ACQUISITION CORP. II NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each. As of December 31, 2025 and 2024, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of $ 0.0001 each. As of December 31, 2025, there were 600,000 Class A Ordinary Shares issued and outstanding, excluding the 23,000,000 shares subject to possible redemption. As of December 31, 2024, there were no Class A Ordinary Shares issued or outstanding. Class B Ordinary Shares The Company is authorized to issue a total of 50,000,000 Class B Ordinary Shares at par value of $ 0.0001 each. On July 16, 2024, the Company issued 7,666,667 Class B Ordinary Shares to the Sponsor for $ 25,000 , or approximately $ 0.003 per share. The Founder Shares included an aggregate of up to 1,000,000 Class B Ordinary Shares subject to forfeiture if the Over-Allotment Option was not exercised by the Underwriters in full. On April 3, 2025, the Company consummated its Initial Public Offering, including the full exercise of the Over-Allotment Option; consequently, such 1,000,000 Class B Ordinary Shares are no longer subject to forfeiture. As of December 31, 2025 and 2024, there were 7,666,667 Class B Ordinary Shares issued and outstanding. The Founder Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B Ordinary Shares convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, 25 % of the sum of (i) the total number of all Ordinary Shares issued and outstanding upon the completion of the Initial Public Offering (including any Class A Ordinary Shares issued pursuant to the Over-Allotment Option and excluding the Private Placement Shares and the Class A Ordinary Shares underlying the Private Placement Rights), plus (ii) all Ordinary Shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent units issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of any Working Capital Loans made to the Company) and (iii) minus any redemptions of Public Shares by Public Shareholders in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Holders of the Ordinary Shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Amended and Restated Articles or as required by the Companies Act (As Revised) of the Cayman Islands or stock exchange rules, an ordinary resolution under Cayman Islands law and the Amended and Restated Articles, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting (a “Special Resolution”), and pursuant to the Amended and Restated Articles, such actions include amending the Amended and Restated Articles and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business Combination, the holders of more than 50 % of the Ordinary Shares voted for the appointment of directors can appoint all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B Ordinary Shares (i) have the right to vote on the appointment and removal of directors and (ii) are entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend the Amended and Restated Articles or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A Ordinary Shares are not entitled to vote on these matters during such time. These provisions of the Amended and Restated Articles may only be amended if approved by a Special Resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. F- 16 SIZZLE ACQUISITION CORP. II NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2025 Rights Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Right will automatically receive one-tenth (1/10) of one Class A Ordinary Share upon consummation of the initial Business Combination. The Company will not issue fractional shares in connection with an exchange of Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. In the event the Company is not the surviving company upon completion of the initial Business Combination, each holder of a Right will be required to affirmatively convert his, her or its Rights in order to receive the one-tenth (1/10) of one Class A Ordinary Share underlying each Right upon consummation of the Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of Rights will not receive any of such funds for their Rights and the Rights will expire worthless. NOTE 8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2025 and 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, December 31, Level 2025 2024 Assets: Cash and marketable securities held in Trust Account 1 $ 237,007,209 $ — The following table presents information about the Company’s equity instruments that are measured at fair value on April 3, 2025, the date of the Initial Public Offering, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level April 3, 2025 Equity: Fair value of Public Rights for Class A Ordinary Shares subject to possible redemption allocation 3 $ 3,404,000 F- 17 SIZZLE ACQUISITION CORP. II NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2025 The fair value of the Public Rights issued in the Initial Public Offering is $ 3,404,000 , or $ 0.148 per Public Right. The Public Rights issued in the Initial Public Offering have been classified within shareholders’ deficit and do not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Rights issued in the Initial Public Offering: April 3, 2025 Underlying share price $ 9.84 Pre-adjusted value per Public Right $ 0.98 Market adjustment (1) 15.0 % Fair value per Public Right $ 0.148 (1) Market adjustment reflects additional factors not fully captured by low volatility selection, which may include likelihood of Business Combination occurring, market perception of lack of available or suitable targets, or possible post-acquisition decline of share price prior to beginning of the exercise period. The adjustment is determined by comparing traded Public Right prices to simulated model outputs. The market adjustment was determined by calibrating traded Public Rights prices as of the valuation dates. The fair value of the Public Rights was not remeasured subsequent to the Initial Public Offering. NOTE 9. SEGMENT INFORMATION FASB ASC Topic 280. “Segment Reporting” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. “Operating segments” are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Financial Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, Management has determined that the Company only has one operating segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the accompanying statements of operations as net income or loss. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following: As of and for the Year Ended December 31, 2025 For the Period from July 8, 2024 (Inception) through December 31, 2024 Cash $ 805,124 $ — Cash and marketable securities held in Trust Account $ 237,007,209 $ — General and administrative costs $ 537,453 $ 67,330 Income earned on cash and marketable securities held in Trust Account $ 7,007,209 $ — General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete the Initial Public Offering and eventually a Business Combination within the Combination Period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the accompanying balance sheets date through the date that the accompanying financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying financial statements. F- 18 EXHIBIT INDEX No. Description of Exhibit 1 Underwriting Agreement, dated April 1, 2025, by and between the Company and Cantor, as representative of the several underwriters. (2) 3 Amended and Restated Memorandum and Articles of Association of the Company. (2) 4.1 Specimen Unit Certificate. (1) 4.2 Specimen Ordinary Share Certificate. (1) 4.3 Specimen Share Right Certificate. (1) 4.4 Share Rights Agreement, dated April 1, 2025, by and between the Company and Continental, as rights agent. (2) 4.5 Description of Registered Securities.* 10.1 Amended and Restated Promissory Note, dated August 14, 2024, issued by the Company to the Sponsor. (1) 10.2 Securities Subscription Agreement, dated July 16, 2024, by and between the Sponsor and the Company. (1) 10.3 Form of Indemnity Agreement. (2) 10.4 Investment Management Trust Agreement, April 1, 2025, by and between the Company and Continental, as trustee. (2) 10.5 Registration Rights Agreement, dated April 1, 2025, by and among the Company and certain security holders. (2) 10.6 Private Placement Units Purchase Agreement, dated April 1, 2025, by and between the Company and the Sponsor. (2) 10.7 Private Placement Units Purchase Agreement, dated April 1, 2025, by and between the Company and Cantor. (2) 10.8 Letter Agreement, dated April 1, 2025, by and among the Company, its officers and directors, and the Sponsor. (2) 10.9 Administrative Services Agreement, dated April 1, 2025, by and between the Company and Sponsor Managing Member. (2) 14 Form of Code of Business Conduct and Ethics, adopted April 1, 2025. (1) 19 Insider Trading Compliance Manual, adopted April 2, 2025.* 31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 32.2 Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 97 Executive Compensation Clawback Policy, adopted April 2, 2025.* 99.1 Audit Committee Charter. (1) 99.2 Compensation Committee Charter. (1) 101.INS Inline XBRL Instance Document.* 101.SCH Inline XBRL Taxonomy Extension Schema Document.* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.* 104 Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).* * Filed herewith. ** Furnished herewith. (1) Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-285839), filed with the SEC on March 14, 2025. (2) Incorporated by reference to the Company’s Current Report on Form 8-K/A, filed with the SEC on April 7, 2025. 44 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. March 12, 2026 Sizzle Acquisition Corp. II By: /s/ Steve Salis Name: Steve Salis Title: Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name Position Date /s/ Steve Salis Chief Executive Officer and Chairman of the Board of Directors March 12, 2026 Steve Salis (Principal Executive Officer) /s/ Daniel Lee Chief Financial Officer March 12, 2026 Daniel Lee (Principal Financial and Accounting Officer) /s/ Jamie Karson Vice-Chairman of the Board of Directors March 12, 2026 Jamie Karson /s/ Neil Leibman Director March 12, 2026 Neil Leibman /s/ Warren Thompson Director March 12, 2026 Warren Thompson /s/ David Perlin Director March 12, 2026 David Perlin 45