SZZL 10-K & 10-Q changes, risk factors and insider trading

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for detailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2025 Annual ReportReport, and (iii) 2025 2026 First Quarter Form 10-Q. As of the date of this Report, there have been no material changes with respect to those risk factors, other than as set forth below.factors. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under Item 1. “Financial StatementsStatements.”.

We are a blank check company incorporated in the Cayman Islands on July 8, 2024 for the purpose of effecting a Business Combination, including the Trasteel Business Combination. Our Sponsor is VO Sponsor II, LLC.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since July 8, 2024 (inception) through March 31,June 30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination, including the Trasteel Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination, including the Trasteel Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.

For the three months ended MarchJune 31,30, 2026, we had net income of $1,602,289,$1,820,396, which consistsconsisted of interest income earned on cash and marketable securities held in the Trust Account of $2,037,819,$2,148,473, partially offset by general and administrative costs of $435,530.$328,077.

For the three months ended MarchJune 31,30, 2025, we had a net lossincome of $42,127,$2,073,406, which consisted of generalinterest andincome administrativeearned costs.on marketable securities held in the Trust Account of $2,280,342, partially offset by operating costs of $206,936.

As of MarchJune 31,30, 2026 and December 31, 2025, we had $653,383$340,147 and $805,124, respectively, of cash in our operating account. As of MarchJune 31,30, 2026 and December 31, 2025, we had a working capital of $380,420$52,342 and $792,589, respectively. As of MarchJune 31,30, 2026 and December 31, 2025, we had $9,045,028$11,193,502 and $7,007,209, respectively, of the cumulative interest earned on funds held in the Trust Account that was available to pay taxes, if any.

As of MarchJune 31,30, 2026 and December 31, 2025, we had marketable securities held in the Trust Account of $239,045,028$241,193,502 and $237,007,209, respectively (including $9,045,028$11,193,502 and $7,007,209, respectively, of interest income accrued since the date of the Initial Public Offering). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of MarchJune 31, 30, 2026 and December 31, 2025, we had cash held outside of the Trust Account of approximately $653,383$340,147 and $805,124, respectively. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

As of April 3, 2025, the Sponsor owed us an aggregate amount of $2,000,000, representing the Private Placement proceeds to be transferred to us once its bank account had been established. On April 4, 2025, the Sponsor wired an aggregate amount of $1,678,233 to us. The amount wired by the Sponsor was derived from the $2,000,000 total amount due from the Sponsor, offset by the outstanding IPO Promissory Note balance of $306,752, with the remaining $16,690amounts stillof outstanding$17,306 and $16,609 due from the Sponsor as of MarchJune 31,30, 20262026, and December 31, 2025.2025, respectively.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we intend to repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. TheSuch units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of MarchJune 31,30, 2026 and December 31, 2025, we did not have any borrowings under any Working Capital Loans.

Commencing on April 3, 2025, and until the completion of our Business Combination or liquidation, we reimburse the managing member of the Sponsor $15,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three and six months ended MarchJune 31,30, 2026, the Companywe incurred and paid $45,000,$45,000 and $90,000, respectively, in fees for these services. For the three and six months ended March 31,June 30, 2025, thewe Companyincurred didand notpaid incur$43,000 anyin fees for these services.

The holders of (i) the Founder Shares, (ii) the Private Placement Units (and their underlying securities), (iii) any privateunits placement-equivalentthat unitsmay be issued inupon connection withconversion of the Working Capital Loans, if anyLoans (and intheir eachunderlying casesecurities), if any, (iv) any Class A Ordinary Shares issuable upon conversion of the Founder Shares, and (v) any Class A Ordinary Shares held at the completion of the Initial Public Offering by the holders of theirthe underlyingFounder securities,Shares as applicable) are entitledprior to the Initial Public Offering, have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to the Registration Rights Agreement, requiringdated usApril to1, register2025, suchby securitiesand for resale (inamong the caseCompany ofand thecertain Founder Shares,security only after conversion to our Class A Ordinary Shares).holders. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. Cantor may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, Cantor may participate in a “piggyback” registration only during the seven-year period beginning on the effective date of the IPO Registration Statement. We will bear the expenses incurred in connection with the filing of any such registration statements.

The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of MarchJune 31,30, 2026, we did not have any critical accounting estimates to be disclosed.

Management does not believe that there are any recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect on the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements Statements.”.