SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II ANNOUNCES EXPECTED CONVERSION OF CLASS B SHARES IN CONNECTION WITH PROPOSED EXTENSION
31 March 2023 - 9:00PM
Schultze Special Purpose Acquisition Corp. II (NASDAQ: SAMA) (the
“Company”) today announced further actions being undertaken in
anticipation of the previously announced special meeting in lieu of
the 2023 annual meeting of stockholders of the Company to be held
at 12:00 p.m. Eastern Time on April 4, 2023 (the “Special Meeting”)
for the sole purpose of considering and voting on, among other
proposals, a proposal to extend the date by which the Company must
consummate an initial business combination (the “Extension”) from
April 13, 2023 to October 13, 2023 or such earlier date as
determined by the Company’s board of directors (the “Charter
Amendment Proposal”).
Class B Shares to Be Converted if Extension
is Implemented
If the Charter Amendment Proposal is approved at
the Special Meeting, all holders of Class B common stock, par value
$0.0001 per share, of the Company (“Class B Common Stock” and such
holders, the “Initial Stockholders”) have agreed to convert all
shares of Class B Common Stock to shares of Class A common stock,
par value $0.0001 per share, of the Company (“Class A Common
Stock”), on a one-for-one basis in accordance with the Company’s
charter, upon the implementation of the Extension (collectively,
the “Class B Conversion”). The Class B Conversion would be effected
prior to the redemption of any public shares in connection with the
implementation of the Extension and would result in an additional
4,125,000 shares of Class A Common Stock outstanding upon
completion. Notwithstanding the Class B Conversion, the Initial
Stockholders will be not entitled to receive any funds held in the
trust account with respect to any shares of Class A Common Stock
issued to such holders as a result of the Class B Conversion.
Trust Funds Continue to Be Held in
Treasuries
The Company has not made any determination to
liquidate the securities held in the trust account and, upon
implementation of the Extension, intends to continue maintaining
the funds held in the trust account in U.S. government treasury
obligations or money market funds. If the Company thereafter
determines it must liquidate the securities held in the trust
account to comply with the Investment Company Act of 1940, as
amended, the Company intends to maintain the funds in the trust
account in cash in an interest-bearing demand deposit account at a
national bank.
About Schultze Special Purpose Acquisition Corp. II
Schultze Special Purpose Acquisition Corp. II is
a blank check company formed for the purpose of entering into a
merger, capital stock exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business
combination with one or more businesses or entities. Although the
Company’s search for a target business is not limited to a
particular industry or geographic region, it has initially focused
on pursuing business combinations with target companies that may be
experiencing liquidity constraints, are financially stressed or
have experienced and emerged from a financial restructuring. The
Company’s sponsor is an affiliate of Schultze Asset Management, LP,
an alternative investment management firm founded in 1998 that
primarily focuses on distressed, special situation and event-driven
securities.
Forward Looking Statements
This press release includes “forward-looking
statements” within the meaning of the safe harbor provisions of the
United States Private Securities Litigation Reform Act of 1995.
Certain of these forward-looking statements can be identified by
the use of words such as “believes,” “expects,” “intends,” “plans,”
“estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other
similar expressions. Such statements may include, but are not
limited to, statements regarding the approval of certain proposals
at the Special Meeting, implementation of the Extension, completion
of the Class B Conversion, liquidation of any securities held in
the trust account, placement of funds held in the trust account in
an interest-bearing demand deposit account being permitted by the
trustee of the trust account or current or future interest rates on
funds held in the trust account. These statements are based on
current expectations on the date of this press release and involve
a number of risks and uncertainties that may cause actual results
to differ significantly, including those risks set forth in the
definitive proxy statement related to the Special Meeting filed by
the Company with the Securities and Exchange Commission (the “SEC”)
on March 13, 2023 (the “Definitive Proxy Statement”), the Company’s
most recent Annual Report on Form 10-K and other documents filed
with the SEC. Copies of such filings are available on the SEC’s
website at www.sec.gov. The Company does not assume any obligation
to update or revise any such forward-looking statements, whether as
the result of new developments or otherwise. Readers are cautioned
not to put undue reliance on forward-looking statements.
Additional Information and Where to Find It
Further information related to attendance,
voting and the proposals to be considered and voted on at the
Special Meeting is described in the Definitive Proxy Statement,
which has been mailed to the Company’s stockholders of record as of
the record date for the Special Meeting. Investors and security
holders of the Company are advised to read the Definitive Proxy
Statement because it contains important information about the
Special Meeting and the Company. Investors and security holders of
the Company may also obtain a copy of the Definitive Proxy
Statement, as well as other relevant documents that have been or
will be filed by the Company with the SEC, without charge and once
available, at the SEC’s website at www.sec.gov or by directing a
request to: Schultze Special Purpose Acquisition Corp. II, 800
Westchester Avenue, Suite S-632, Rye Brook, NY 10573.
Participants in the Solicitation
The Company and certain of its directors and
executive officers and other persons may be deemed to be
participants in the solicitation of proxies from the Company’s
stockholders in respect of the proposals to be considered and voted
on at the Special Meeting. Information concerning the interests of
the directors and executive officers of the Company is set forth in
the Definitive Proxy Statement, which may be obtained free of
charge from the sources indicated above.
Contacts
Schultze Special Purpose Acquisition Corp. II, (914)
701-5260George J. Schultze, schultze@samco.netGary M. Julien,
gjulien@samco.net
Schultze Special Purpose... (NASDAQ:SAMAU)
Historical Stock Chart
From Jun 2024 to Jul 2024
Schultze Special Purpose... (NASDAQ:SAMAU)
Historical Stock Chart
From Jul 2023 to Jul 2024