Schultze Special Purpose Acquisition Corp. II (NASDAQ: SAMA) (the
“Company”) today announced several 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 (the “Original Termination Date”) to October 13,
2023 or such earlier date as determined by the Company’s board of
directors (such later date, the “Extended Date”).
Sponsor Contributions to Trust
Account
If the Extension is approved at the Special
Meeting and implemented, the Company’s sponsor, Schultze Special
Purpose Acquisition Sponsor II, LLC (the “Sponsor”), or its
designees will deposit into the trust account $140,000
(representing $0.04 per public share if 3.5 million public shares
remain outstanding following redemptions in connection with the
Extension), as a loan (a “Contribution”, and the Sponsor or its
designee making such Contribution, a “Contributor”), on each of the
Original Termination Date and the 13th day of each subsequent
calendar month until (but excluding) the Extended Date (each such
date, a “Contribution Date”). The Company has not asked the Sponsor
to reserve for, nor has the Company independently verified whether
the Sponsor will have sufficient funds to satisfy, any such
Contributions.
If a Contributor fails to make a Contribution by
an applicable Contribution Date, the Company will liquidate and
dissolve as soon as practicable after such date and in accordance
with the Company’s charter. The Contributions will be evidenced by
a non-interest bearing, unsecured promissory note and will be
repayable by the Company upon consummation of an initial business
combination. If the Company does not consummate an initial business
combination by the Extended Date, any such promissory notes will be
repaid only from funds held outside of the trust account or will be
forfeited, eliminated or otherwise forgiven. Any Contribution is
conditioned on the approval of the requisite proposals at the
Special Meeting and the implementation of the Extension. No
Contribution will occur if such proposals are not approved or the
Extension is not implemented. If the Company has consummated an
initial business combination or announced its intention to wind up
prior to any Contribution Date, any obligation to make
Contributions will terminate.
Trust Funds Will Not Be Withdrawn to Pay
Excise Taxes
On August 16, 2022, the Inflation Reduction Act
of 2022 (the “IR Act”) was signed into federal law. The IR Act
provides for, among other things, a new U.S. federal 1% excise
tax on certain repurchases (including redemptions) of stock by
publicly traded U.S. domestic corporations and certain
U.S. domestic subsidiaries of publicly traded foreign
corporations occurring on or after January 1, 2023. Any
redemptions of public shares on or after January 1, 2023,
including in connection with the Extension, may be subject to such
excise tax. The Company confirms that if the Extension is
implemented, it will not withdraw any funds from the trust account,
including interest earned on the funds held in the trust account,
to pay for the 1% excise tax that may become due under the IR
Act.
Trust Funds to Be Held in
Interest-Bearing Account, if Liquidated
If the Extension is implemented and the Company
thereafter determines to liquidate the U.S. government treasury
obligations or money market funds held in the trust account, the
Company intends to maintain the funds in the trust account in cash
in an interest-bearing demand deposit account at a national bank.
Interest on such deposit account is currently expected to yield
approximately 3.5% per annum, but such deposit account carries a
variable rate and the Company cannot assure investors that such
rate will not decrease or increase significantly.
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
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 or any
Contributions to the trust account, any excise tax liabilities of
the Company under the IR Act, 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
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