{"url_path":"/sec/szzlu/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2030663/0001213900-26-056152-index.html","accession_number":"0001213900-26-056152","cik":"0002030663","ticker":"SZZL","issuer_name":"Sizzle Acquisition Corp. II","edgar_url":"https://www.sec.gov/Archives/edgar/data/2030663/0001213900-26-056152-index.html","primary_entity_key":"0002030663","primary_entity_name":"Sizzle Acquisition Corp. II"},"word_count":1214,"has_tables":true,"body_markdown":"Item 1A. Risk Factors.\n\n \n\nAs a smaller reporting company under Rule 12b-2 of the Exchange Act,\nwe are not required to include risk factors in this Report. However, for detailed descriptions of the risks relating to our Company, see\nthe section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2025 Annual Report and (iii) 2025\nFirst Quarter Form 10-Q. As of the date of this Report, there have been no material changes with respect to those risk factors, other\nthan as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our\nresults of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also\naffect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional\nrisk factors from time to time in our future filings with the SEC.\n\n \n\nFor risks related\nto Trasteel and the Trasteel Business Combination, please see the Trasteel Registration Statement once filed.\n\n \n\n*There is substantial doubt about\nour ability to continue as a “going concern.”*\n\n \n\nIn connection with\nour assessment of going concern considerations under applicable accounting standards, Management has determined that our possible need\nfor additional financing to enable us negotiate and complete our initial Business Combination, as well as the deadline by which we may\nbe required to liquidate our Trust Account, raise substantial doubt about our ability to continue as a going concern through approximately\none year from the date the unaudited condensed financial statements included in Item 1. “Financial Statements” of this Report\nwere issued.\n\n \n\n*Our\nsearch for an initial Business Combination, and any target business with which we may ultimately consummate an initial Business Combination,\nmay be materially adversely affected by current global geopolitical conditions and armed conflicts between Ukraine and Russia and in the\nMiddle East between United States, Israel and Iran and others, as well as by other events that are outside of our control.*\n\n \n\nOur\nability to find a potential target business and the business of any company with which we may consummate a Business Combination could\nbe materially and adversely affected by events that are outside of our control. For example, United States and global markets have\nexperienced and may continue to experience volatility and disruption following the geopolitical instability resulting from the ongoing\nRussia-Ukraine conflict and the recent conflict in the Middle East and Southwest Asia between the United States, Israel and Iran and others.\nRecent hostilities between the United States, Israel and Iran and others have caused significant disruption in the normal flow of oil,\nrefined petroleum products and related commodities, with consequent price rises and associated economic volatility. In response to such\nconflicts, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the\nUnited States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions\nagainst Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society\nfor Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have\nalso provided and may continue to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake\nmilitary strikes in locations related to the conflicts, including but not limited to Iran, and there have been retaliatory military responses,\nincreasing geopolitical tensions among a number of nations.\n\n \n\nThe\ninvasion of Ukraine by Russia and the escalation of the conflict involving the United States, Israel and Iran and others in the Middle\nEast and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States,\nthe United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that\ncould have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts and geopolitical\nturmoil are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit\nand capital markets, as well as supply chain interruptions, changes in consumer or producer purchasing behavior and increased cyber-attacks\nagainst U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and\nlead to instability and lack of liquidity in capital markets.\n\n \n\n26\n\n \n\n \n\nSimilarly,\nother events outside of our control, including natural disasters, climate-related events and pandemic or health crises (such as the COVID-19\npandemic) may arise from time to time, and any such events may cause significant volatility and declines in the global markets and have\ndisproportionate impacts to certain industries or sectors and disruptions to commerce (including economic activity, travel and supply\nchain), and may adversely affect the global economy or capital markets.\n\n \n\nAny\nof the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting\nfrom the Russian invasion of Ukraine, the escalation of the conflict involving the United States, Israel and Iran and others in the Middle\nEast and Southwest Asia and subsequent sanctions or related actions, could adversely affect our search for an initial Business Combination\nand any target business with which we may ultimately consummate an initial Business Combination.\n\n \n\nThe\nextent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could\nbe substantial, particularly if current or new sanctions continue for an extended period of time, if geopolitical tensions result in expanded\nmilitary operations on a global scale or if there are disruptions in the supply of oil or other commodities.\n\n \n\nAny\nsuch disruptions may also have the effect of heightening many of the other risks described in this Item. If these disruptions or other\nmatters of global concern continue for an extensive period of time, our ability to consummate an initial Business Combination, or the\noperations of a target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected.\nIn addition, our ability to consummate a transaction may be dependent on the ability to raise equity or debt financing, which may be impacted\nby these and other events, including as a result of increased market volatility or decreased availability of third-party financing on\nacceptable terms or at all.\n\n \n\n*Military\nor other conflicts in Ukraine, between the United States, Israel and Iran and others and other in the Middle East and Southwest Asia or\nother armed hostilities may lead to increased volume and price volatility for publicly traded securities, or affect the operations or\nfinancial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination.*\n\n \n\nMilitary\nor other conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed\nhostilities may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition\nof potential target companies, and to other company or industry-specific, national, regional or international economic disruptions and\neconomic uncertainty, any of which could make it more difficult for us to identify a Business Combination target and consummate an initial\nBusiness Combination on acceptable commercial terms, or at all."}