SEC Comment Letter 0000000000-24-012171 to Sizzle Acquisition Corp. II (SZZL)
Sizzle Acquisition Corp. II
Date: Nov. 1, 2024 · CIK: 0002030663 · Accession: 0000000000-24-012171
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Letter
October 31, 2024 Steve Salis Chief Executive Officer Sizzle Acquisition Corp. II 4201 Georgia Avenue NW Washington D.C. 20011 Re:Sizzle Acquisition Corp. II Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted October 2, 2024 CIK No. 0002030663 Dear Steve Salis: We have reviewed your amended draft registration statement and have the following comment. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our September 24, 2024 letter. Amended Draft Registration Statement on Form S-1 Restrictions on Transfers of Founder Shares and Private Placement Warrants, page 156 It appears you have not described the limited circumstances referenced in prior comment 13; therefore, we reissue the comment. We note the disclosure on page 25 that "except in certain limited circumstances, no member of the sponsor (including the non-managing sponsor investors) may Transfer all or any portion of its membership interests in the sponsor" and the cross-reference to this section for more information. However, we are unable to locate any information in this section regarding transfers of membership interests in the sponsor. Please revise to disclose those circumstances when the members of the sponsor may transfer their membership interests, as required 1.
October 31, 2024 Page 2 by Item 1603(a)(6) of Regulation S-K. Please contact Ameen Hamady at 202-551-3891 or Kristina Marrone at 202-551-3429 if you have questions regarding comments on the financial statements and related matters. Please contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Benjamin Reichel. Esq.
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October 31, 2024
Steve Salis
Chief Executive Officer
Sizzle Acquisition Corp. II
4201 Georgia Avenue NW
Washington D.C. 20011
Re:Sizzle Acquisition Corp. II
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted October 2, 2024
CIK No. 0002030663
Dear Steve Salis:
We have reviewed your amended draft registration statement and have the following
comment.
Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our September 24, 2024 letter.
Amended Draft Registration Statement on Form S-1
Restrictions on Transfers of Founder Shares and Private Placement Warrants, page 156
It appears you have not described the limited circumstances referenced in prior
comment 13; therefore, we reissue the comment. We note the disclosure on page 25
that "except in certain limited circumstances, no member of the sponsor (including the
non-managing sponsor investors) may Transfer all or any portion of its membership
interests in the sponsor" and the cross-reference to this section for more information.
However, we are unable to locate any information in this section regarding transfers
of membership interests in the sponsor. Please revise to disclose those circumstances
when the members of the sponsor may transfer their membership interests, as required 1.
October 31, 2024
Page 2
by Item 1603(a)(6) of Regulation S-K.
Please contact Ameen Hamady at 202-551-3891 or Kristina Marrone at 202-551-3429
if you have questions regarding comments on the financial statements and related
matters. Please contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Benjamin Reichel. Esq.