Sec Form 4 Filing - VO Sponsor II LLC @ Sizzle Acquisition Corp. II - 2025-04-03

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
VO Sponsor II LLC
2. Issuer Name and Ticker or Trading Symbol
Sizzle Acquisition Corp. II [ SZZL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SIZZLE ACQUISITION CORP. II, 4201 GEORGIA AVENUE NW
3. Date of Earliest Transaction (MM/DD/YY)
04/03/2025
(Street)
WASHINGTON, DC20011
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A ordinary shares 04/03/2025 P 400,000 ( 1 ) A $ 10 400,000 D ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Rights to receive Class A ordinary shares ( 3 ) 04/03/2025 P 400,000 ( 3 ) ( 3 ) ( 3 ) Class A Ordinary Shares 40,000 ( 3 ) ( 3 ) 8,066,667 ( 4 ) D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VO Sponsor II LLC
C/O SIZZLE ACQUISITION CORP. II
4201 GEORGIA AVENUE NW
WASHINGTON, DC20011
X
VO Sponsor II Management, LLC
C/O SIZZLE ACQUISITION CORP. II
4201 GEORGIA AVENUE NW
WASHINGTON, DC20011
X
KARSON JAMIESON
C/O SIZZLE ACQUISITION CORP. II
4201 GEORGIA AVENUE NW
WASHINGTON, DC20011
X
Salis Steve
C/O SIZZLE ACQUISITION CORP. II
4201 GEORGIA AVENUE NW
WASHINGTON, DC20011
X
Signatures
/s/ VO Sponsor II , LLC, By: VO Sponsor II Management, LLC, its managing member, By: Steve Salis, its managing manager 04/04/2025
Signature of Reporting Person Date
/s/ VO Sponsor II Management, LLC, its managing member, By: Steve Salis, its managing manager 04/04/2025
Signature of Reporting Person Date
/s/ Steve Salis 04/04/2025
Signature of Reporting Person Date
/s/ Jamie Karson 04/04/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the 400,000 Class A ordinary shares of Sizzle Acquisition Corp. II (the "Issuer") that are included in the 400,000 private placement units of the Issuer purchased by VO Sponsor II, LLC ("Sponsor"). Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination.
( 2 )The Sponsor is the record holder of the shares reported herein. VO Sponsor II Management, LLC ("VOMS") is the managing member of the Sponsor. Steve Salis and Jamie Karson are the managing members of VOMS and hold voting and investment discretion with respect to the Class B ordinary shares held of record by the Sponsor. As such, Mr. Salis and Mr. Karson may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Salis and Mr. Karson disclaim any beneficial ownership except to the extent of their pecuniary interest therein.
( 3 )Represents the 40,000 Class A ordinary shares, which may be acquired by Sponsor upon the conversion of 400,000 rights (included in the Sponsor's private placement units) upon consummation of the registrant's initial business combination. As described in the Registration Statement under the heading "Description of Securities-Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein and have no expiration date. No fractional Class A ordinary shares will be issued upon conversion of such rights.
( 4 )Represents (i) the 400,000 rights referred to in footnotes 1 and 3 and (ii) 7,666,667 Class B ordinary shares held by the Sponsor acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor.

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