SecProbe.io

CORRESP
 1
 filename1.htm

 SIZZLE ACQUISITION CORP. II

 4201 Georgia Avenue NW
Washington D.C. 20011

 March 31, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, DC 20549

 Attention:
 Ameen Hamady

 Kristina Marrone

 Ruairi Regan

 David Link

 Re:
 Sizzle Acquisition Corp. II

 Registration Statement on Form S-1

 File No. 333-285839 Filed March 14, 2025, as amended

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Sizzle Acquisition Corp. II hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:30 p.m. ET on April 1, 2025 or as soon as thereafter practicable.

 Very truly yours,

 /s/ Steve Salis

 Steve Salis

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 March 31, 2025

 VIA EDGAR

 Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549

 Re: Sizzle Acquisition Corp. II
Registration Statement on Form S-1
File No. 333- 285839

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Sizzle Acquisition Corp. II
that the effective date of the above- referenced Registration Statement be accelerated so as to permit it to become effective at 4:30
p.m. ET on April 1, 2025, or as soon as thereafter practicable.

 Pursuant to Rule 460 of the General
Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer,
who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that it
has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

 [ signature page follows ]

 Very truly yours,

 CANTOR FITZGERALD & CO.

 /s/ David Batalion

 Name: David Batalion

 Title: Managing Director

 [Signature page to Underwriter's Acceleration
Request]

CORRESP
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 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 25, 2025

Steve Salis
Chief Executive Officer
Sizzle Acquisition Corp. II
4201 Georgia Avenue NW
Washington D.C. 20011

 Re: Sizzle Acquisition Corp. II
 Registration Statement on Form S-1
 Filed March 14, 2025
 File No. 333-285839
Dear Steve Salis:

 We have reviewed your registration statement and have the following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

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.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
 March 25, 2025
Page 2

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 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.
</TEXT>
</DOCUMENT>

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.

September 24, 2024
Steve Salis
Chief Executive Officer
Sizzle Acquisition Corp. II
4201 Georgia Avenue NW
Washington D.C. 20011
Re:Sizzle Acquisition Corp. II
Draft Registration Statement on Form S-1
Submitted August 28, 2024
CIK No. 0002030663
Dear Steve Salis:
            We have reviewed your draft registration statement and have the following comments.
            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 a 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.
Draft Registration Statement on Form S-1
Cover Page
1.Please provide a cross-reference highlighted by prominent type or in another manner to all
the sections in the prospectus for disclosures related to each of compensation and material
conflicts of interest, as required by Item 1602(a)(3) and (5) of Regulation S-K.
2.We note your disclosure that certain institutional investors may purchase non-managing
sponsor membership interests and may purchase shares in the offering. Please disclose
whether there is a cap on the amount that each investor may purchase. Please disclose that
the non-managing sponsor investors will have the potential to realize enhanced economic
returns from their investment as compared to other investors purchasing in the offering.
Further, please disclose the potential material impact of these purchases on public
investors and clarify whether the potential limited number of public investors would
impact your listing eligibility. Lastly, please file any agreement or form of any
agreements with the non-managing sponsor investors as exhibits.

September 24, 2024
Page 2
3.Please revise the compensation and share issuances to include the anti-dilution rights
associated with the founder shares and disclose whether the compensation and securities
issuances, including the private warrants, the anti-dilution rights, and the warrants that
may be issued for the repayment of loans may result in a material dilution of the
purchasers' equity interests. See Item 1602(a)(3) of Regulation S-K.
Summary, page 1
4.Under Conflicts of Interest, please disclose the limited payments to insiders as discussed
beginning on page 37. Please also revise the fourth paragraph of this section to discuss the
nominal price paid for the founder shares.
5.Please disclose in the summary your plans to seek additional financing to complete an
initial business combination including PIPE transactions and other equity or debt
offerings. Also, please describe how additional financings may impact unaffiliated
security holders. See Item 1602(b)(5) of Regulation S-K.
6.Following the table on page 11 disclosing the nature and amount of compensation to be
received, revise to disclose the extent to which the securities issuance of shares, warrants
and shares underlying warrants (which may be exercised on a cashless basis), may result
in a material dilution of the purchasers' equity interests, including shares and warrants that
may be converted from loans from the sponsor. See Item 1602(b)(6) of Regulation S-K.
7.Please explain on page 10 why you do not believe that the fiduciary duties or contractual
obligations of your officers or directors will materially affect your ability to complete
an initial business combination.
Management Team, page 3
8.Please disclose any extensions and redemption levels in connection with any extension
and/or business combination for Sizzle I. See Regulation S-K Item 1603(a)(3).
Risk Factors, page 45
9.We note the disclosure on page 13 that "in order to facilitate our initial business
combination or for any other reason determined by our sponsor in its sole discretion, our
sponsor may surrender or forfeit, transfer or exchange our founder shares, private
placement warrants or any of our other securities, including for no consideration, as well
as subject any such securities to earn-outs or other restrictions, or otherwise amend the
terms of any such securities or enter into any other arrangements with respect to any such
securities." Please add risk factor disclosure regarding any risk that the sponsor may
remove itself as Sponsor from the company before identifying a business combination,
including through the unconditional ability to transfer the founder shares or otherwise.
Dilution, page 97
In the disclosure regarding the dilution table on page 97, please revise to expand on your
assumption that no ordinary shares and convertible equity or debt securities are issued in
connection with additional financing that you may seek in connection with an initial
business combination, by highlighting that you may need to do so because you intend to
target an initial business combination with a target business with an enterprise value that
is greater than what you could acquire with the net proceeds of this offering and the sale 10.

September 24, 2024
Page 3
of the private placement warrants, as you state on page 67 and elsewhere.
11.Please revise the disclosure outside of the table to describe each material potential source
of future dilution following the registered offering by the special purpose acquisition
company, including sources not included in the table with respect to the determination of
net tangible book value per share, as adjusted. Your revisions should address, but not be
limited to, shares that may be issued in connection with the closing of your initial business
combination, additional financing in connection with the closing of your initial business
combination, and up to $1,500,000 of working capital loans that may be convertible into
private placement warrants. See Item 1602(c) of Regulation S-K.
Executive Officer and Director Compensation, page 142
12.Please revise to include the membership interests in the sponsor to be issued to your
independent directors, as disclosed on page 109.
Restrictions on Transfers of Founder Shares and Private Placement Warrants, page 152
13.We note the disclosure on page 24 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 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 Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Benjamin Reichel. Esq.