{"url_path":"/sec/szzlu/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity","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":389,"has_tables":true,"body_markdown":"* * \n\nItem 2. Unregistered Sales of Equity\nSecurities and Use of Proceeds.\n\n \n\nUnregistered Sales of Equity Securities\n\n \n\nThere were no sales\nof unregistered securities during the quarterly period covered by this Report. However, simultaneously with the closing of the Initial\nPublic Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the sale of an aggregate of 600,000 Private\nPlacement Units to the Sponsor and Cantor in a Private Placement at a price of $10.00 per Private Placement Unit, generating gross proceeds\nto us of $600,000. Of those 600,000 Private Placement Units, the Sponsor purchased 400,000 Private Placement Units and Cantor purchased\n200,000 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying\nsecurities), except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions were paid with\nrespect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section\n4(a)(2) of the Securities Act.\n\n \n\n27\n\n \n\n \n\nUse of Proceeds\n\n \n\nThere were no offerings\nof registered securities and therefore no planned use of proceeds from such offerings during the quarterly period covered by this Report.\nFor a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 2 of our 2025\nSecond Quarter Form 10-Q. There has been no material change in the planned use of proceeds from our Initial Public Offering and Private\nPlacement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.\n\n \n\nTo mitigate the\nrisk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that\nwe hold investments in the Trust Account, we may, at any time (based on our Management Team’s ongoing assessment of all factors\nrelated to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust\nAccount and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.\n\n* *\n\nPurchases of Equity Securities by\nthe Issuer and Affiliated Purchasers\n\n \n\nThere were no purchases\nof our equity securities by us or an affiliate during the quarterly period covered by this Report."}