Correspondence 0001013762-25-002828 from Sizzle Acquisition Corp. II (SZZL)
Sizzle Acquisition Corp. II
Date: March 26, 2025 · CIK: 0002030663 · Accession: 0001013762-25-002828
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-285839
Letter
VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction Attention: Ruairi Regan and David Link Re: Sizzle Acquisition Corp. II Registration Statement on Form S-1 Filed March 14, 2025 File No. 333-285839
Dear Mr. Regan and Mr. Link:
Sizzle Acquisition Corp. II (the " Company ") hereby transmits its response to the comment letter received from the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ") on March 25, 2025 relating to the Registration Statement on Form S-1, filed by the Company with the Commission on March 14, 2025 (the " Registration Statement ").
For the Staff's convenience, we have repeated below the Staff's comment in bold and have followed each comment with the Company's response.
Registration Statement on Form S-1
Sponsor Information, page 10
1. Please revise the table on page 13 to clarify whether and to what extent Cantor is subject to transfer restrictions both with respect to the units and the underlying securities. We note you have not included Cantor in the third column entitled Natural Persons and Entities Subject to Restrictions but that you have included references to Cantor in the fourth column. Please also revise the fourth column for consistency with the table on page 112.
Response: The Company respectfully acknowledges the Staff's comment and has amended its disclosures on pages 14 and 112 – 113 of the Registration Statement.
***
We thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact our counsel, Stuart Neuhauser at sneuhauser@egsllp.com or by telephone at (212) 370-1300.
Sincerely,
/s/ Steve Salis
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CORRESP 1 filename1.htm VIA EDGAR March 26, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attention: Ruairi Regan and David Link Re: Sizzle Acquisition Corp. II Registration Statement on Form S-1 Filed March 14, 2025 File No. 333-285839 Dear Mr. Regan and Mr. Link: Sizzle Acquisition Corp. II (the " Company ") hereby transmits its response to the comment letter received from the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ") on March 25, 2025 relating to the Registration Statement on Form S-1, filed by the Company with the Commission on March 14, 2025 (the " Registration Statement "). For the Staff's convenience, we have repeated below the Staff's comment in bold and have followed each comment with the Company's response. Registration Statement on Form S-1 Sponsor Information, page 10 1. Please revise the table on page 13 to clarify whether and to what extent Cantor is subject to transfer restrictions both with respect to the units and the underlying securities. We note you have not included Cantor in the third column entitled Natural Persons and Entities Subject to Restrictions but that you have included references to Cantor in the fourth column. Please also revise the fourth column for consistency with the table on page 112. Response: The Company respectfully acknowledges the Staff's comment and has amended its disclosures on pages 14 and 112 – 113 of the Registration Statement. *** We thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact our counsel, Stuart Neuhauser at sneuhauser@egsllp.com or by telephone at (212) 370-1300. Sincerely, /s/ Steve Salis Steve Salis, Chief Executive Officer cc: Ellenoff Grossman & Schole LLP