Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 1, 2023, Sizzle Acquisition Corp., a Delaware corporation (the "Company"), held a special meeting of stockholders (the "Meeting"). At the Meeting, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Charter Amendment") to extend the date by which the Company must consummate its initial business combination from February 8, 2023 to August 8, 2023 (or such earlier date as determined by the board of directors of the Company (the "Board")). The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on February 2, 2023.

The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Meeting, an aggregate of at least 10,885,301 shares of the Company's common stock, which represents a quorum of the outstanding common stock entitled to vote as of the record date of January 13, 2023, were represented in person or by proxy at the Meeting.

At the Meeting, the Company's stockholders voted on the following proposal, which was approved:

The Extension Amendment Proposal - a proposal to amend the Company's amended and restated certificate of incorporation to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, (ii) cease all operations except for the purpose of winding up, or (iii) redeem or repurchase 100% of the Company's common stock included as part of the units sold in the Company's initial public offering that was consummated on November 8, 2021, from February 8, 2023 to August 8, 2023 (or such earlier date as determined by the Board of Directors). The following is a tabulation of the votes with respect to this proposal, which was approved by the Company's stockholders:





   For          Against      Abstain     Broker Non-Votes
14,519,954     2,221,838        0               0

In connection with the Meeting, stockholders holding 11,076,703 shares of common stock of the Company that were issued in the Company's initial public offering (the "Public Shares") exercised their right to redeem their shares for a pro rata portion of the funds in the trust account. As a result, approximately $114.3 million (approximately $10.32 per Public Share) will be removed from the trust account to pay such holders and approximately $45.6 million will remain in the trust account. Following redemptions, the Company will have 4,423,297 Public Shares outstanding.

Item 9.01 Financial Statements and Exhibits.





  (d) Exhibits




Exhibit No.   Description
3.1             Amendment to Amended and Restated Certificate of Incorporation
104           Cover Page Interactive Data File (embedded within the Inline XBRL document).




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