Trasteel Holding S.A. and Sizzle Acquisition Corp. II (NASDAQ: SZZL) have confidentially submitted a draft registration statement on Form F-4 to the U.S. Securities and Exchange Commission (SEC). This submission marks a key milestone in the proposed merger between the global steel trading group and the special purpose acquisition company.

The filing was made on September 30, 2026, by Trasteel S.A., a newly formed Luxembourg holding company designated as the public entity post-merger. The transaction is governed by a Business Combination Agreement dated April 13, 2026. Under the terms, the new holding company will acquire all issued and outstanding shares of Trasteel in exchange for ordinary shares. Simultaneously, a wholly owned subsidiary of the holding company will merge with Sizzle II, resulting in both entities becoming subsidiaries of the new public company.

Transaction structure and listing plans

Upon completion of the deal, the combined entity is expected to list on the Nasdaq Stock Market under the ticker symbol "TSTL". The closure of the transaction remains subject to several conditions, including the SEC declaring the registration statement effective and obtaining approval from Sizzle II shareholders.

Operational profile of Trasteel

Founded in 2009, Trasteel operates as a global steel trading and industrial group headquartered in Lugano, Switzerland, and Luxembourg. The company combines trading operations with industrial transformation activities. Its operational footprint includes presence in more than 60 countries, serving over 4,000 customers worldwide with a workforce of over 1,400 employees.

Regulatory status and next steps

The registration statement has not yet been filed publicly or declared effective by the SEC. It remains under regulatory review. Once declared effective, a definitive proxy statement and prospectus will be mailed to Sizzle II shareholders ahead of the vote on the proposed business combination. Investors are advised to review these documents when available, as they will contain detailed information about the transaction risks and financials.

Sizzle II is led by Chairman and CEO Steve Salis and Vice Chairman Jamie Karson. The SPAC was incorporated as a Cayman Islands exempted company for the purpose of effecting a merger or similar business combination. The parties noted that the transaction involves standard risks associated with SPAC mergers, including shareholder approval requirements and potential redemptions.

Trasteel Holding S.A. appointed Alessandro Colombi as Head of Investor Relations effective August 3, 2026. The global steel trading group is establishing the function for the first time to support its transition to a public company.

Colombi will report to Chief Executive Officer Gianfranco Imperato. He is expected to lead the investor relations function for the combined entity after Trasteel completes its proposed business combination with Sizzle Acquisition Corp. II (NASDAQ: SZZL).

Strategic Context

The appointment aligns with Trasteel’s planned listing on the Nasdaq Stock Market under the symbol "TSTL". The business combination, announced on April 13, 2026, is expected to close by the end of 2026. This timeline is subject to shareholder approvals and other customary closing conditions.

Leadership Profile

Colombi brings more than two decades of executive leadership across industrial, commodities, and media sectors. He previously served as Chief Investment Officer of Trasteel International SA in Lugano from 2009 to 2011. In that role, he assessed greenfield projects, equity participations, and mergers while participating in the executive committee.

Most recently, Colombi served as Chief Executive Officer and Managing Director of Corriere del Ticino Group from 2018 to July 2026. During his tenure, he led a structural cost optimization program that returned the media group to profitability.

Management Commentary

CEO Gianfranco Imperato highlighted Colombi’s internal familiarity with Trasteel’s operations. "As we prepare to operate as a public company, we need someone who can clearly articulate Trasteel’s business and financial fundamentals while building lasting relationships with the Company’s investors," Imperato said.

Colombi stated his focus will be on providing investors with a clear view of how Trasteel creates value. "I am delighted to rejoin Trasteel, a Group that I have closely followed since incorporation," he said.

About the Companies

Trasteel is a global steel trading and industrial group founded in 2009. It operates across more than 60 countries with over 1,400 employees and serves over 4,000 customers worldwide.

Sizzle Acquisition Corp. II is a blank check company formed to enter into a business combination. It is led by Chairman and CEO Steve Salis and Vice Chairman Jamie Karson.