Current Report Filing (8-k)
15 October 2021 - 7:16AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): October 7, 2021
Schultze Special
Purpose Acquisition Corp. II
(Exact name of registrant as specified in its charter)
Delaware
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001-40891
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86-1206818
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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800 Westchester Avenue, Suite S-632
Rye Brook, NY
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10573
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(Address of principal executive offices)
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(Zip Code)
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(914) 701-5260
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Units, each consisting of one share of Class A Common Stock and one-half of one redeemable Warrant
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SAMAU
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The Nasdaq Stock Market LLC
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Class A Common Stock, par value $0.0001 per share
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SAMA
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The Nasdaq Stock Market LLC
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Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
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SAMAW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01. Entry into a Material Definitive Agreement.
On October 7, 2021, the registration
statement on Form S-1 (File No. 333-254018) (the “Registration Statement”) relating to the initial public offering (the “IPO”)
of Schultze Special Purpose Acquisition Corp. II (the “Company”) was declared effective by the U.S. Securities and Exchange
Commission.
On October 13, 2021, the Company
consummated the IPO of 15,000,000 units (“Units”). Each Unit consists of one share of Class A common stock, par value $0.0001
per share (“Class A Common Stock”) and one-half of one redeemable warrant (“Warrants”), each whole Warrant entitling
the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment. The
Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $150,000,000.
In connection with the IPO,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
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An Underwriting Agreement, dated October 7, 2021, among the Company and Stifel, Nicolaus & Company,
Incorporated and Mizuho Securities USA LLC, as representatives of the several underwriters named therein, a copy of which is attached
as Exhibit 1.1 hereto and incorporated herein by reference;
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A
Warrant Agreement, dated October 7, 2021, between the Company and Continental Stock Transfer
& Trust Company (“Continental”), as warrant agent, a copy of which is attached
as Exhibit 4.1 hereto and incorporated herein by reference;
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A
Letter Agreement, dated October 7, 2021, among the Company, Schultze Special Purpose Acquisition
Sponsor II, LLC (the “Sponsor”), the initial stockholders and each of the Company’s
officers and directors, a copy of which is attached as Exhibit 10.1 hereto and incorporated
herein by reference;
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An
Investment Management Trust Agreement, dated October 7, 2021, between the Company and Continental,
as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by
reference;
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A
Registration Rights Agreement, dated October 7, 2021, among the Company and certain securityholders,
a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference;
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A
Warrant Purchase Agreement, dated October 7, 2021, between the Company and the Sponsor, a
copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference;
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A
Warrant Purchase Agreement, dated October 7, 2021, between the Company and Stifel Venture
Corp. (“Stifel Venture”), a copy of which is attached as Exhibit 10.5 hereto
and incorporated herein by reference; and
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An
Administrative Services Agreement, dated October 7, 2021, between the Company and the Sponsor,
a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.
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Item 3.02. Unregistered Sales of Equity
Securities.
On October 13, 2021, simultaneously
with the consummation of the IPO, the Company consummated the private placement (the “Private Placement”) of an aggregate
of 6,200,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, to the Sponsor
and Stifel Venture, generating total gross proceeds of $6,200,000. No underwriting discounts or commissions were paid with respect to
the Private Placement. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving
a public offering, is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance
upon Section 4(a)(2) of the Securities Act. In the Private Placement, the Sponsor purchased 5,600,000 Private Placement Warrants and Stifel
purchased 600,000 Private Placement Warrants. The Private Placement Warrants are identical to the Warrants underlying the Units except
that Private Placement Warrants held by Stifel Venture will not be exercisable more than five years from the commencement of sales of
the IPO in accordance with FINRA Rule 5110(g)(8)(A). In addition, the Private Placement Warrants (and the shares of Class A Common Stock
underlying the Private Placement Warrants) will be subject to transfer restrictions until 30 days after the completion of the Company’s
initial business combination, subject to certain limited exceptions, and the holders thereof are entitled to certain registration rights,
as described in more detail in the Registration Statement.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of October 7,
2021, the following individuals were appointed to the board of directors of the Company: Gary M. Julien, William G. LaPerch, William T.
Allen and John J. Walker. Additional information regarding, among other things, each individual’s background, board committee membership,
as applicable, and compensatory arrangements is contained in the Registration Statement and is incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws;
Change in Fiscal Year.
On October 7, 2021, the Company
filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State
of the State of Delaware, which was effective the same day. Among other things, the Certificate of Incorporation authorizes the issuance
of (a) up to 220,000,000 shares of common stock, including (i) 200,000,000 shares of Class A Common Stock and (ii) 20,000,000 shares of
Class B common stock, par value $0.0001 per share, and (b) up to 1,000,000 shares of preferred stock, par value $0.0001 per share. The
terms of the Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference. The foregoing
description of the Certificate of Incorporation is qualified in its entirety by reference to the full text of the Certificate of Incorporation,
which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
Item
8.01. Other Events.
A total of $151,500,000 of
the net proceeds from the IPO and the Private Placement was placed in a trust account established for the benefit of the Company’s
public stockholders (the “Trust Account”), with Continental acting as trustee. Except with respect to interest earned on the
funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (and less up to $150,000
of interest for any dissolution or liquidation related expenses, as applicable), none of the funds held in the Trust Account will be released
from the Trust Account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the Company’s
redemption of any shares of Class A Common Stock included in the Units sold in the IPO (“public shares”) properly submitted
in connection with a stockholder vote to approve an amendment to the Certificate of Incorporation (A) to modify the substance or timing
of the Company’s obligation to allow redemptions in connection with the Company’s initial business combination or to redeem
100% of the public shares if the Company does not complete its initial business combination by April 13, 2023 or (B) with respect to any
other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) the Company’s redemption
of 100% of the outstanding public shares if the Company does not complete its initial business combination within the required time period.
On October 7, 2021, the Company
issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated October 7, 2021, among the Company, Stifel, Nicolaus & Company, Incorporated and Mizuho Securities USA LLC
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3.1
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Amended and Restated Certificate of Incorporation of the Company
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4.1
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Warrant Agreement, dated October 7, 2021, between the Company and Continental Stock Transfer & Trust Company
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10.1
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Letter Agreement, dated October 7, 2021, among the Company, Schultze Special Purpose Acquisition Sponsor II, LLC, the initial stockholders and each of the Company’s officers and directors
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10.2
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Investment Management Trust Agreement, dated October 7, 2021, between the Company and Continental Stock Transfer & Trust Company
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10.3
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Registration Rights Agreement, dated October 7, 2021, among the Company and certain securityholders
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10.4
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Warrant Purchase Agreement, dated October 7, 2021, between the Company and Schultze Special Purpose Acquisition Sponsor II, LLC
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10.5
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Warrant Purchase Agreement, dated October 7, 2021, between the Company and Stifel Venture Corp.
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10.6
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Administrative Services Agreement, dated October 7, 2021, between the Company and Schultze Special Purpose Acquisition Sponsor II, LLC
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99.1
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Press Release, dated October 7, 2021
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SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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schultze special Purpose acquisition corp. ii
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By:
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/s/ George J. Schultze
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Name:
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George J. Schultze
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Title:
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Chief Executive Officer
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Date: October 14, 2021
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