Trasteel Holding S.A. to Go Public via Merger with Sizzle Acquisition Corp. II
Trasteel Holding S.A. to List on Nasdaq via \$1.3 Billion Merger with Sizzle Acquisition Corp. II
Lugano, Switzerland & Luxembourg, April 13, 2026 – In a major development for the global steel industry and SPAC market, Trasteel Holding S.A. (“Trasteel”), a leading European steel trading and processing company, has announced a definitive agreement to go public through a business combination with Sizzle Acquisition Corp. II (Nasdaq: SZZL), a Cayman Islands-based special purpose acquisition company (SPAC). The combined company, to be named “Pubco,” is expected to be listed on Nasdaq under the ticker symbol “TSTL” by the end of 2026.
Key Transaction Highlights
- Pre-money equity value of Trasteel: \$800 million
- Implied pro forma enterprise value: Approximately \$1.3 billion (assuming no redemptions and estimated net debt of \$184 million)
- Existing Trasteel shareholders to roll 100% of their equity into Pubco
- Pubco to be listed on Nasdaq under the ticker “TSTL”
- Transaction expected to close by the end of 2026, pending shareholder and regulatory approvals
About Trasteel Holding S.A.
Founded in 2009 and owned by Giuseppe Mannina, Fratelli Cosulich Spa, and Gianfranco Imperato, Trasteel has evolved from a pure steel trading business into a dual business model. Today, approximately half of its sales come from trading operations that span the entire steel supply chain, including energy, while the other half is derived from industrial steel transformation activities.
Trasteel operates in over 60 countries and serves more than 4,000 customers worldwide. Its trading business encompasses steel and raw materials, steel-related consumables, non-ferrous metals, energy, and industrial transformation. The company also trades in a wide range of commodities including alumina, silicon carbide, graphite, cassiterite, bauxite, copper, zinc, nickel, chromium, titanium, and tin. Trasteel’s industrial division owns 13 factories across 6 countries, further strengthening its global footprint.
Use of Proceeds and Strategic Focus
The management of Trasteel intends to utilize the proceeds from the merger for:
- Accretive strategic acquisitions and investments
- Working capital
- Other general corporate purposes
This positions Trasteel to capitalize on both organic and inorganic growth opportunities globally.
Management Commentary
Giuseppe Mannina, Chairman of Trasteel: “We are enthusiastic to partner with the Sizzle II team to become a publicly traded company on Nasdaq. We believe the need for additional steel products in Europe and the rest of the world will only continue to accelerate as demand continues to outstrip supply. The funds raised through this transaction, together with access to the public capital markets, will allow us to achieve our goals in 2027 and beyond.”
Steve Salis, CEO of Sizzle II: “Trasteel’s hedged business model and its track record of generating impressive revenues, combined with its world-class management team, led us to partner together. We believe the company is well positioned to weather geo-political risk and macroeconomic headwinds, while generating consistent results.”
Jamie Karson, Vice Chairman of Sizzle II: “We anticipate global demand for steel and other metals to continue to increase and believe that Trasteel is well-positioned to benefit by such increased demand. The Trasteel team, led by CEO Gianfranco Imperato and CFO Federico Guiducci, is highly experienced, strategic, and focused on delivering results for its shareholders. We are thrilled to bring this quality company to market.”
Transaction Structure and Advisors
- Upon closing, both Trasteel and Sizzle II will become wholly owned subsidiaries of Pubco.
- Young America Capital LLC is acting as exclusive financial advisor to Trasteel.
- Greenberg Traurig LLP is Trasteel’s U.S. legal counsel.
- Cantor Fitzgerald & Co. is capital markets advisor to Sizzle II.
- Ellenoff Grossman & Schole LLP is Sizzle II’s U.S. legal counsel.
Important Shareholder Information & Price-Sensitive Factors
- Shareholder Approval Required: The business combination requires approval by shareholders of both Trasteel and Sizzle II, as well as satisfaction of other customary closing conditions.
- Share Structure: Existing shareholders of Trasteel will retain 100% of their equity in the new public entity, aligning long-term interests.
- Nasdaq Listing: The planned listing on Nasdaq under ticker “TSTL” could enhance liquidity and market visibility for the combined company.
- Growth Outlook: Trasteel’s dual business model, focus on strategic acquisitions, and global reach suggest a strong outlook for both organic and acquisition-led growth as the company targets expanding global demand for steel and metals.
- Forward-Looking Statements: The announcement includes forward-looking statements regarding anticipated benefits, growth strategy, and the ability to execute acquisitions, all of which are subject to a range of risks and uncertainties.
- Potential Market Movers: The scale of the transaction, the strategic intent to use proceeds for expansion, and the entry onto a major U.S. exchange could all be price-moving developments for investors.
Regulatory and Legal Information
Pubco intends to file a registration statement on Form F-4 with the SEC, including a proxy statement/prospectus for Sizzle II shareholders. These documents will detail the proposed business combination and be made available through the SEC’s website. Shareholders are advised to carefully review these materials when they become available, as they will contain vital information about the transaction and the companies involved.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor a solicitation of any vote or approval. No securities may be sold prior to registration or qualification under applicable securities laws.
Contact Information
For further information, investors may contact:
Disclaimer
This article contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from expectations due to a variety of risks and uncertainties, including those detailed in official SEC filings. This article is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. Investors should conduct their own due diligence and consult with financial advisors before making investment decisions.
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