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| CIK | 1843100 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Schultze Special Purpose Acquisition Corp II - Class A
SEC Filings (Chronological Order)
本頁面提供了一個完整的、按時間順序排列的美國證券交易委員會（SEC）申報文件列表，不包括我們在其他地方提供的所有權申報。
| February 14, 2024 |
SC 13G/A 1 tm245838d20sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2) Schultze Special Purpose Acquisition Corp. II (Name of Issuer) Class A common stock, $0.0001 par v |
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| February 14, 2024 |
Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1) EX-1 2 ex-1.htm CUSIP No. 808212104 Exhibit 1 Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Class A common stock, $0.0001 par value of Schultze Special Purpose Acquisition Corp. II., beneficially owned by them, together with a |
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| February 14, 2024 |
SC 13G/A 1 sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 808212104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) C |
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| February 12, 2024 |
SC 13G/A 1 SchultzePurposeCorpII.txt SCHULTZE SPECIAL PURPOSE ACQUISITION CORP II 13GA Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) Schultze Special Purpose Acquisition Corp II (Title of Class of Securities) Class A Common Stock, par value $0.0001 per share (CUSIP Number) 808212104 (Date of Eve |
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| February 2, 2024 |
SC 13G/A 1 p24-0341sc13ga.htm SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Schultze Special Purpose Acquisition Corp. II (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 808212104 (CUSIP Number) December 31, 2023 (Da |
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| October 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40891 Schultze Special Purpose Acquisition Corp. II (Exact name of regis |
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| October 12, 2023 |
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 11, 2023 Schultze Special Purpose Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40891 86-1206818 (State or other jurisdiction (Commi |
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| September 28, 2023 |
Financial Statements and Exhibits, Other Events 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): September 27, 2023 Schultze Special Purpose Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40891 86-1206818 (State or other jurisdiction of i |
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| September 28, 2023 |
Exhibit 99.1 Schultze Special Purpose Acquisition Corp. II Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination Rye Brook, New York, September 27, 2023 — Schultze Special Purpose Acquisition Corp. II (Nasdaq: SAMA) (the “Company”) today announced that it will redeem all of the outstanding shares of its Class A common stock issued as part of the units sold in the Co |
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| September 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40891 Schultze S |
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| May 8, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): May 2, 2023 Schultze Special Purpose Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40891 86-1206818 (State or other jurisdiction of incorpor |
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| May 8, 2023 |
Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1) Exhibit 1 Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Class A common stock, $0. |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40891 Schultze |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. |
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| April 10, 2023 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II April 10, 2023 Schultze Special Purpose Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Schultze Special Purpose Acquisition Corp. II |
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| April 10, 2023 |
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): April 4, 2023 Schultze Special Purpose Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40891 86-1206818 (State or other jurisdiction of incorp |
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| April 10, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK |
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| March 31, 2023 |
Exhibit 99.1 Schultze Special Purpose Acquisition Corp. II ANNOUNCES EXPECTED CONVERSION OF CLASS B SHARES IN CONNECTION WITH PROPOSED EXTENSION Rye Brook, New York, March 31, 2023 — 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 meet |
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| March 31, 2023 |
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): March 31, 2023 Schultze Special Purpose Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40891 86-1206818 (State or other jurisdiction of incor |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 30, 2023 |
Exhibit 99.1 Schultze Special Purpose Acquisition Corp. II ANNOUNCES CONTRIBUTIONS TO TRUST ACCOUNT IN CONNECTION WITH PROPOSED EXTENSION Rye Brook, New York, March 30, 2023 — 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 |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 30, 2023 |
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): March 30, 2023 Schultze Special Purpose Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40891 86-1206818 (State or other jurisdiction of incor |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ց ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR տ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40891 SCHULTZE SPECI |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40891 Schultze Speci |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| February 13, 2023 |
SC 13G/A 1 d422997dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Schultze Special Purpose Acquisition Corp II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 808212104 (CUSIP Number) December 31, 2022 (Date of Event which Requires |
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| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Schultze Special Purpose Acquisition Corp. II (Name of Issuer) Common Stock, Class A (Title of Class of Securities) 808212104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 9, 2023 |
EX-99.2 3 tm234504d47ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal |
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| February 9, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Schultze Special Purpose Acquisition Corp. II dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions |
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| February 2, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Schultze Special Purpose Acquisition Corp. II (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 808212104 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box |
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| October 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40891 Schul |
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| August 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40891 Schultze S |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40891 Schultze |
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| March 22, 2022 |
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): March 18, 2022 Schultze Special Purpose Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40891 ( |
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| March 22, 2022 |
Certificate of Change of Registered Agent and/or Registered Office EX-3.1 2 ea157191ex3-1schultze.htm CERTIFICATE OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE Schultze Special Purpose Acquisition Corp. II The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: First: The name of the corp |
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| March 17, 2022 |
Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the material terms of certain securities of Schultze Special Purpose Acquisition Corp. II, a Delaware corporation (“we,” “us,” “our,” “the company” or “our company”), is not intended to be a complete summary of the rights and preferences of such s |
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| March 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40891 Schultze Speci |
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| February 15, 2022 |
SC 13G 1 fp0073257sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Cla |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Schultze Special Purpose Acquisition Corp II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 808212104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the app |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Schultze Special Purpose Acquisition Corp. II (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 80821 |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Schultze Special Purpose Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 808212104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the ap |
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| February 11, 2022 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Schultze Special Purpose Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 808212104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the ap |
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| January 21, 2022 |
SC 13G 1 tm222458d35sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Schultze Special Purpose Acquisition Corp. II (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 80821204 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statemen |
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| December 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Schultze Special Purpose Acquisition Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 808212203** (CUSIP Number) October 15, 2021*** (Date of Event which Requires Filing of this Statement) Check t |
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| December 10, 2021 |
240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.)* (Name of Issuer) Schultze Special Purpose Acquisition Corp. II (Title of Class of Securities) Class A Co |
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| December 10, 2021 |
EX-99.1 2 c13gb.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of |
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| November 24, 2021 |
Financial Statements and Exhibits, Other Events 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): November 24, 2021 Schultze Special Purpose Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40891 86-1206818 (State or other jurisdiction of in |
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| November 24, 2021 |
Exhibit 99.1 Schultze Special Purpose Acquisition Corp. II Announces the Separate Trading of Its Class A Common Stock and Warrants Commencing on or About November 29, 2021 RYE BROOK, NEW YORK, Nov. 24, 2021 (GLOBE NEWSWIRE) - Schultze Special Purpose Acquisition Corp. II (NASDAQ: SAMAU) (the ?Company?), a special purpose acquisition company, today announced that holders of the units sold in the Co |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40891 Schul |
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| October 25, 2021 |
EX-99.2 3 tm2130868d1ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| October 25, 2021 |
Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| October 25, 2021 |
SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II BALANCE SHEET OCTOBER 13, 2021 Exhibit 99.1 SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II BALANCE SHEET OCTOBER 13, 2021 Pro Forma October 13, 2021 Adjustments As Adjusted (unaudited) (unaudited) ASSETS Cash $ 1,245,965 $ — $ 1,245,965 Prepaid expenses and other current assets 701,355 — 701,305 Total current assets 1,947,270 — 1,947,270 Cash held in trust account 151,500,000 15,150,000 166,650,000 Total Assets $ 153,447,270 $ 1 |
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| October 25, 2021 |
EX-99.3 4 tm2130868d1ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Units, |
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| October 25, 2021 |
D. E. SHAW & CO, L.P. - SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Schultze Special Purpose Acquisition Corp. II (Name of Issuer) Units, each consisting of one share of Class A Common Stock, par value $0.0001 per share, and one-half of one redeemable Warrant (Title of Class of Securities) 808212203 (CUSIP Number) October 13, 2021 (Date of Event Which R |
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| October 25, 2021 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events 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 19, 2021 Schultze Special Purpose Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40891 |
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| October 19, 2021 |
Other Events, Financial Statements and Exhibits 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 13, 2021 Schultze Special Purpose Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40891 86-1206818 (State or other jurisdiction of inc |
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| October 19, 2021 |
SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT Exhibit 99.1 SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of October 13, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Schultze Special Purpose Acquisition Corp. II Opinion on the Financ |
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| October 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Schultze Special Purpose Acquisition Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 808212203 ** (CUSIP Number) October 8, 2021 (Date of Event which Requires Filing of this Statement) Check the a |
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| October 14, 2021 |
EX-10.1 5 ea148775ex10-1schultze2.htm 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 Exhibit 10.1 October 7, 2021 Schultze Special Purpose Acquisition Corp. II 800 Westchester Avenue, Suite S-632 Rye Brook, NY 10573 Re: Initial Public Offering Ladies and Gent |
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| October 14, 2021 |
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 001-40891 86-1206818 (State or other jurisdiction of inco |
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| October 14, 2021 |
EX-10.2 6 ea148775ex10-2schultze2.htm INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED OCTOBER 7, 2021, BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 7, 2021 by and between Schultze Special Purpose Acquisition Corp. II, a Delaware corpora |
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| October 14, 2021 |
Registration Rights Agreement, dated October 7, 2021, among the Company and certain securityholders EX-10.3 7 ea148775ex10-3schultze2.htm REGISTRATION RIGHTS AGREEMENT, DATED OCTOBER 7, 2021, AMONG THE COMPANY AND CERTAIN SECURITYHOLDERS Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 7, 2021, by and among Schultze Special Purpose Acquisition Corp. II, a Delaware corporation (the “Company”), Schultze Special Purpose A |
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| October 14, 2021 |
EX-4.1 4 ea148775ex4-1schultze2.htm WARRANT AGREEMENT, DATED OCTOBER 7, 2021, BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 4.1 WARRANT AGREEMENT This agreement (“Agreement”) is made as of October 7, 2021 between Schultze Special Purpose Acquisition Corp. II, a Delaware corporation, with offices at 800 Westchester Avenue, Suite S-632, Rye Brook, NY 10573 (“Company”), a |
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| October 14, 2021 |
EX-1.1 2 ea148775ex1-1schultze2.htm UNDERWRITING AGREEMENT, DATED OCTOBER 7, 2021, AMONG THE COMPANY, STIFEL, NICOLAUS & COMPANY, INCORPORATED AND MIZUHO SECURITIES USA LLC Exhibit 1.1 EXECUTION VERSION SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II 15,000,000 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant Underwriting Agreement Octob |
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| October 14, 2021 |
Amended and Restated Certificate of Incorporation Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Schultze Special Purpose Acquisition Corp. II October 7, 2021 Schultze Special Purpose Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Schultze Special Purpose Acquisition Corp. II?. The original |
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| October 14, 2021 |
EX-99.1 11 ea148775ex99-1schultze2.htm PRESS RELEASE, DATED OCTOBER 7, 2021 Exhibit 99.1 Schultze Special Purpose Acquisition Corp. II Announces Pricing of $150 Million Initial Public Offering RYE BROOK, NEW YORK, Oct. 07, 2021 (GLOBE NEWSWIRE) - Schultze Special Purpose Acquisition Corp. II (the “Company”), a special purpose acquisition company, today announced the pricing of its initial public o |
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| October 14, 2021 |
EX-10.4 8 ea148775ex10-4schultze2.htm WARRANT PURCHASE AGREEMENT, DATED OCTOBER 7, 2021, BETWEEN THE COMPANY AND SCHULTZE SPECIAL PURPOSE ACQUISITION SPONSOR II, LLC Exhibit 10.4 October 7, 2021 Schultze Special Purpose Acquisition Corp. II 800 Westchester Avenue, Suite S-632 Rye Brook, NY 10573 Ladies and Gentlemen: Schultze Special Purpose Acquisition Corp. II (the “Company”), a blank check comp |
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| October 14, 2021 |
Exhibit 10.6 schultze special purpose Acquisition Corp. II 800 Westchester Avenue, Suite S-632 Rye Brook, NY 10573 October 7, 2021 Schultze Special Purpose Acquisition Sponsor II, LLC 800 Westchester Avenue, Suite S-632 Rye Brook, NY 10573 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “R |
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| October 14, 2021 |
Warrant Purchase Agreement, dated October 7, 2021, between the Company and Stifel Venture Corp. EX-10.5 9 ea148775ex10-5schultze2.htm WARRANT PURCHASE AGREEMENT, DATED OCTOBER 7, 2021, BETWEEN THE COMPANY AND STIFEL VENTURE CORP Exhibit 10.5 October 7, 2021 Schultze Special Purpose Acquisition Corp. II 800 Westchester Avenue, Suite S-632 Rye Brook, NY 10573 Ladies and Gentlemen: Schultze Special Purpose Acquisition Corp. II (the “Company”), a blank check company formed for the purpose of ent |
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| October 8, 2021 |
SC 13G 1 tm2129610d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Schultze Special Purpose Acquisition Corp. II (Name of Issuer) Class A common stock, $0.0001 par value ( |
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| October 8, 2021 |
$150,000,000 Schultze Special Purpose Acquisition Corp. II 15,000,000 Units PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-254018 $150,000,000 Schultze Special Purpose Acquisition Corp. II 15,000,000 Units 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 w |
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| October 7, 2021 | ||
| October 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 schultze special purpose acquisition Corp. ii (Exact name of registrant as specified in its charter) Delaware 86-1206818 (State or other jurisdiction of incorporation or organization) (I.R.S. Emplo |
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| October 5, 2021 |
* * * [Signature Page Follows] October 5, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| October 5, 2021 |
CORRESP 1 filename1.htm schultze special purpose Acquisition corp. ii 800 Westchester Avenue, Suite S-632 Rye Brook, NY 10573 October 5, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Pam Howell Re: Schultze Special Purpose Acquisition Corp. II Registration Statement on Form S-1 File No. 333-2540 |
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| October 1, 2021 |
CORRESP 1 filename1.htm Jason T. Simon, Esq. Tel 703.749.1386 Fax 703.714.8386 [email protected] October 1, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Pam Howell Re: Schultze Special Purpose Acquisition Corp. II Amended Registration Statement on Form S-1 Filed September 22, 2021 File No. 333-254018 Dear Ms |
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| October 1, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II 15,000,000 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant Underwriting Agreement [●], 2021 Underwriting Agreement [●], 2021 Stifel, Nicolaus & Company, Incorporated Mizuho Securities USA LLC, as representatives of the Underwriters c/o Stifel, Nicolaus & Company, Incorporated 1 |
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| October 1, 2021 |
EX-10.4 3 fs12021a6ex10-4schultze2.htm FORM OF WARRANT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND SCHULTZE SPECIAL PURPOSE ACQUISITION SPONSOR II, LLC Exhibit 10.4 [●], 2021 Schultze Special Purpose Acquisition Corp. II 800 Westchester Avenue, Suite S-632 Rye Brook, NY 10573 Ladies and Gentlemen: Schultze Special Purpose Acquisition Corp. II (the “Company”), a blank check company formed for the |
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| October 1, 2021 |
Form of Warrant Purchase Agreement between the Registrant and Stifel Venture Corp. EX-10.5 4 fs12021a6ex10-5schultze2.htm FORM OF WARRANT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND STIFEL VENTURE CORP Exhibit 10.5 [●], 2021 Schultze Special Purpose Acquisition Corp. II 800 Westchester Avenue, Suite S-632 Rye Brook, NY 10573 Ladies and Gentlemen: Schultze Special Purpose Acquisition Corp. II (the “Company”), a blank check company formed for the purpose of entering into a merge |
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| October 1, 2021 |
As filed with the U.S. Securities and Exchange Commission on October 1, 2021. As filed with the U.S. Securities and Exchange Commission on October 1, 2021. Registration No. 333-254018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Schultze Special Purpose Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 86-1206818 (State or ot |
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| September 30, 2021 |
United States securities and exchange commission logo September 30, 2021 George Schultze Chief Executive Officer Schultze Special Purpose Acquisition Corp. |
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| September 22, 2021 |
Form of Amended and Restated Certificate of Incorporation. EX-3.2 3 fs12021a5ex3-2schultze2.htm FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Schultze Special Purpose Acquisition Corp. II [●], 2021 Schultze Special Purpose Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The |
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| September 22, 2021 |
EX-10.8 12 fs12021a5ex10-8schultze2.htm AMENDED AND RESTATED PROMISSORY NOTE, DATED JUNE 30, 2021, ISSUED TO SCHULTZE SPECIAL PURPOSE ACQUISITION SPONSOR II, LLC Exhibit 10.8 THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFE |
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| September 22, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II 15,000,000 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant Underwriting Agreement [●], 2021 Underwriting Agreement [●], 2021 Stifel, Nicolaus & Company, Incorporated Mizuho Securities USA LLC, as representatives of the Underwriters c/o Stifel, Nicolaus & Company, Incorporated 1 |
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| September 22, 2021 |
Form of Warrant Purchase Agreement between the Registrant and Stifel Venture Corp. EX-10.5 11 fs12021a5ex10-5schultze2.htm FORM OF WARRANT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND STIFEL VENTURE CORP Exhibit 10.5 [●], 2021 Schultze Special Purpose Acquisition Corp. II 800 Westchester Avenue, Suite S-632 Rye Brook, NY 10573 Ladies and Gentlemen: Schultze Special Purpose Acquisition Corp. II (the “Company”), a blank check company formed for the purpose of entering into a merg |
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| September 22, 2021 |
As filed with the U.S. Securities and Exchange Commission on September 21, 2021. As filed with the U.S. Securities and Exchange Commission on September 21, 2021. Registration No. 333-254018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Schultze Special Purpose Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 86-1206818 (State or |
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| September 22, 2021 |
EX-10.2 8 fs12021a5ex10-2schultze2.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Schultze Special Purpose Acquisition Corp. II, a Delaware corporation (the “Company |
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| September 22, 2021 |
Form of Registration Rights Agreement among the Registrant and certain security holders. EX-10.3 9 fs12021a5ex10-3schultze2.htm FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT AND CERTAIN SECURITY HOLDERS Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among Schultze Special Purpose Acquisition Corp. II, a Delaware corporation (the “Company”), Schultze Special Purpose Acquisition Sponso |
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| September 22, 2021 |
EX-4.4 5 fs12021a5ex4-4schultze2.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 WARRANT AGREEMENT This agreement (“Agreement”) is made as of [●], 2021 between Schultze Special Purpose Acquisition Corp. II, a Delaware corporation, with offices at 800 Westchester Avenue, Suite S-632, Rye Brook, NY 10573 (“Company”), and Continental Sto |
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| September 22, 2021 |
EX-4.1 4 fs12021a5ex4-1schultze2.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II CUSIP [●] UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of U |
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| September 22, 2021 |
Exhibit 10.1 [●], 2021 Schultze Special Purpose Acquisition Corp. II 800 Westchester Avenue, Suite S-632 Rye Brook, NY 10573 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Schultze Special Purpose Acquisition Corp. II, a Delaware corporation (the “Company” |
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| September 22, 2021 |
Exhibit 10.4 [●], 2021 Schultze Special Purpose Acquisition Corp. II 800 Westchester Avenue, Suite S-632 Rye Brook, NY 10573 Ladies and Gentlemen: Schultze Special Purpose Acquisition Corp. II (the “Company”), 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 |
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| June 15, 2021 |
Form of Warrant Purchase Agreement between the Registrant and Stifel Venture Corp. EX-10.5 7 fs12021a4ex10-5schultze2.htm FORM OF WARRANT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND STIFEL VENTURE CORP. Exhibit 10.5 [●], 2021 Schultze Special Purpose Acquisition Corp. II 800 Westchester Avenue, Suite S-632 Rye Brook, NY 10573 Ladies and Gentlemen: Schultze Special Purpose Acquisition Corp. II (the “Company”), a blank check company formed for the purpose of entering into a merg |
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| June 15, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 14, 2021. As filed with the U.S. Securities and Exchange Commission on June 14, 2021. Registration No. 333-254018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Schultze Special Purpose Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 86-1206818 (State or othe |
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| June 15, 2021 |
Form of Underwriting Agreement. EX-1.1 2 fs12021a4ex1-1schultze2.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II 20,000,000 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-third of one warrant Underwriting Agreement [●], 2021 Underwriting Agreement [●], 2021 Stifel, Nicolaus & Company, Incorporated Mizuho Securities USA LLC, as representativ |
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| June 15, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT This agreement (?Agreement?) is made as of [?], 2021 between Schultze Special Purpose Acquisition Corp. II, a Delaware corporation, with offices at 800 Westchester Avenue, Suite S-632, Rye Brook, NY 10573 (?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York |
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| June 15, 2021 |
EX-10.4 6 fs12021a4ex10-4schultze2.htm FORM OF WARRANT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND SCHULTZE SPECIAL PURPOSE ACQUISITION SPONSOR II, LLC Exhibit 10.4 [●], 2021 Schultze Special Purpose Acquisition Corp. II 800 Westchester Avenue, Suite S-632 Rye Brook, NY 10573 Ladies and Gentlemen: Schultze Special Purpose Acquisition Corp. II (the “Company”), a blank check company formed for the |
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| June 15, 2021 |
Form of Amended and Restated Certificate of Incorporation. Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Schultze Special Purpose Acquisition Corp. II [?], 2021 Schultze Special Purpose Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Schultze Special Purpose Acquisition Corp. II?. The original certif |
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| June 15, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021 by and between Schultze Special Purpose Acquisition Corp. II, a Delaware corporation (the ?Company?) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (?Trustee?). WHEREAS, the Company?s registration statement on F |
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| May 7, 2021 |
As filed with the U.S. Securities and Exchange Commission on May 6, 2021. Registration No. 333-254018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Schultze Special Purpose Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 86-1206818 (State or other |
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| May 7, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT This agreement (“Agreement”) is made as of [●], 2021 between Schultze Special Purpose Acquisition Corp. II, a Delaware corporation, with offices at 800 Westchester Avenue, Suite S-632, Rye Brook, NY 10573 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York |
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| March 22, 2021 |
CORRESP 1 filename1.htm Jason T. Simon, Esq. Tel 703.749.1386 Fax 703.714.8386 [email protected] March 22, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: David Link Re: Schultze Special Purpose Acquisition Corp. II Amendment No. 1 to Form S-1 Filed March 18, 2021 File No. 333-254018 Dear Mr. Link: On behalf of |
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| March 22, 2021 |
S-1/A 1 fs12021a2schultze2.htm AMENDMENT NO. 2 TO FORM S-1 As filed with the U.S. Securities and Exchange Commission on March 22, 2021. Registration No. 333-254018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Schultze Special Purpose Acquisition Corp. II (Exact name of registrant as speci |
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| March 19, 2021 |
United States securities and exchange commission logo March 19, 2021 George Schultze Chief Executive Officer Schultze Special Purpose Acquisition Corp. |
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| March 18, 2021 |
Form of Underwriting Agreement.* EX-1.1 2 ea137986ex1-1schultzespe2.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II 20,000,000 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-third of one warrant Underwriting Agreement [●], 2021 Underwriting Agreement [●], 2021 Stifel, Nicolaus & Company, Incorporated Mizuho Securities USA LLC, as representat |
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| March 18, 2021 |
As filed with the U.S. Securities and Exchange Commission on March 18, 2021. Registration No. 333-254018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Schultze Special Purpose Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 86-1206818 (State or oth |
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| March 9, 2021 |
Form of Warrant Purchase Agreement between the Registrant and Stifel Venture Corp.* Exhibit 10.5 [●], 2021 Schultze Special Purpose Acquisition Corp.II 800 Westchester Avenue, Suite S-632 Rye Brook, NY 10573 Ladies and Gentlemen: Schultze Special Purpose Acquisition Corp. II (the “Company”), 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 c |
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| March 9, 2021 |
Exhibit 10.6 schultze special purpose Acquisition Corp. II 800 Westchester Avenue, Suite S-632 Rye Brook, NY 10573 [●], 2021 Schultze Special Purpose Acquisition Sponsor II, LLC 800 Westchester Avenue, Suite S-632 Rye Brook, NY 10573 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registr |
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| March 9, 2021 |
Form of Registration Rights Agreement among the Registrant and certain security holders.* Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of [?], 2021, by and among Schultze Special Purpose Acquisition Corp. II, a Delaware corporation (the ?Company?), Schultze Special Purpose Acquisition Sponsor II, LLC, a Delaware limited liability company (the ?Sponsor?), Stifel Venture Corp. (?Stifel?), and the undersigned parties l |
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| March 9, 2021 |
EX-10.8 16 fs12021ex10-8schultze2.htm PROMISSORY NOTE, DATED JANUARY 15, 2021, ISSUED TO SCHULTZE SPECIAL PURPOSE ACQUISITION SPONSOR II, LLC. Exhibit 10.8 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGIS |
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| March 9, 2021 |
Specimen Class A Common Stock Certificate.* EX-4.2 6 fs12021ex4-2schultze2.htm SPECIMEN CLASS A COMMON STOCK CERTIFICATE Exhibit 4.2 NUMBER C- SHARES SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP [●] is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON |
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| March 9, 2021 |
Form of Audit Committee Charter.* EX-99.1 20 fs12021ex99-1schultze2.htm FORM OF AUDIT COMMITTEE CHARTER Exhibit 99.1 AUDIT COMMITTEE CHARTER of schultze special purpose acquisition corp. ii I. Purpose The purposes of the Audit Committee (the “Audit Committee”) of the Board of Directors (“Board”) of Schultze Special Purpose Acquisition Corp. II (the “Company”) are to assist the Board in monitoring: (1) the integrity of the annual, |
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| March 9, 2021 |
Power of Attorney (included on signature page of the initial Registration Statement).* S-1 1 fs12021schultzespecial2.htm As filed with the U.S. Securities and Exchange Commission on March 8, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Schultze Special Purpose Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 86-1206818 (Stat |
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| March 9, 2021 |
EX-10.2 10 fs12021ex10-2schultze2.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Schultze Special Purpose Acquisition Corp. II, a Delaware corporation (the “Company” |
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| March 9, 2021 |
Exhibit 14 CODE OF ETHICS OF SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II 1. Introduction The Board of Directors (the “Board”) of Schultze Special Purpose Acquisition Corp. II (the “Company”) has adopted this code of ethics (this “Code”), as may be amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees |
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| March 9, 2021 |
Certificate of Incorporation.* EX-3.1 2 fs12021ex3-1schultze2.htm CERTIFICATE OF INCORPORATION Exhibit 3.1 CERTIFICATE OF INCORPORATION OF Schultze Special Purpose Acquisition Corp. II THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the “DGCL”), hereby adopts the follo |
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| March 9, 2021 |
BY LAWS OF Schultze Special Purpose Acquisition Corp. II (THE “CORPORATION”) Article I EX-3.3 4 fs12021ex3-3schultze2.htm BYLAWS Exhibit 3.3 BY LAWS OF Schultze Special Purpose Acquisition Corp. II (THE “CORPORATION”) Article I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or in |
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| March 9, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* EX-4.4 7 fs12021ex4-4schultze2.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 WARRANT AGREEMENT This agreement (“Agreement”) is made as of [●], 2021 between Schultze Special Purpose Acquisition Corp. II, a Delaware corporation, with offices at 800 Westchester Avenue, Suite S-632, Rye Brook, NY 10573 (“Company”), and Continental Stock |
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| March 9, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II CUSIP [?] UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A |
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| March 9, 2021 |
EX-10.4 12 fs12021ex10-4schultze2.htm FORM OF WARRANT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND SCHULTZE SPECIAL PURPOSE ACQUISITION SPONSOR II, LLC Exhibit 10.4 [●], 2021 Schultze Special Purpose Acquisition Corp. II 800 Westchester Avenue, Suite S-632 Rye Brook, NY 10573 Ladies and Gentlemen: Schultze Special Purpose Acquisition Corp. II (the “Company”), a blank check company formed for the |
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| March 9, 2021 |
Exhibit 99.6 Consent of Director Nominee Schultze Special Purpose Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Schultze Special Purpose Acquisition Corp. II (the “Company”), the undersigned hereby consents to being |
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| March 9, 2021 |
Form of Compensation Committee Charter.* Exhibit 99.2 COMPENSATION COMMITTEE CHARTER OF schultze special purpose acquisition corp. II I. PURPOSES The Compensation Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of Schultze Special Purpose Acquisition Corp. II (the ?Company?) for the purposes of, among other things, (a) discharging the Board?s responsibilities relating to the compensation of the Company?s |
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| March 9, 2021 |
Consent of William G. LaPerch.* EX-99.5 24 fs12021ex99-5schultze2.htm CONSENT OF WILLIAM G. LAPERCH Exhibit 99.5 Consent of Director Nominee Schultze Special Purpose Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Schultze Special Purpose Acquisitio |
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| March 9, 2021 |
Form of Nominating Committee Charter.* Exhibit 99.3 NOMINATING COMMITTEE CHARTER OF schultze special purpose acquisition corp. II The responsibilities and powers of the Nominating Committee (the ?Nominating Committee?) of the Board of Directors (?Board?) of Schultze Special Purpose Acquisition Corp. II (the ?Company?), as delegated by the Board, are set forth in this charter. Whenever the Nominating Committee takes an action, it shall |
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| March 9, 2021 |
Exhibit 10.1 [?], 2021 Schultze Special Purpose Acquisition Corp. II 800 Westchester Avenue, Suite S-632 Rye Brook, NY 10573 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Schultze Special Purpose Acquisition Corp. II, a Delaware corporation (the ?Company? |
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| March 9, 2021 |
EX-99.7 26 fs12021ex99-7schultze2.htm CONSENT OF JOHN J. WALKER Exhibit 99.7 Consent of Director Nominee Schultze Special Purpose Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Schultze Special Purpose Acquisition Co |
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| March 9, 2021 |
Form of Amended and Restated Certificate of Incorporation.* Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Schultze Special Purpose Acquisition Corp. II [?], 2021 Schultze Special Purpose Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Schultze Special Purpose Acquisition Corp. II?. The original certif |
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| March 9, 2021 |
EX-10.9 17 fs12021ex10-9schultze2.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Schultze Special Purpose Acquisition Corp. II, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as dire |
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| March 9, 2021 |
EX-10.7 15 fs12021ex10-7schultze2.htm SECURITIES SUBSCRIPTION AGREEMENT, DATED JANUARY 15, 2021, BETWEEN THE REGISTRANT AND SCHULTZE SPECIAL PURPOSE ACQUISITION SPONSOR II, LLC. Exhibit 10.7 Schultze Special Purpose Acquisition Corp. II 800 Westchester Avenue Suite S-632 Rye Brook, NY 10573 January 15, 2021 Schultze Special Purpose Acquisition Sponsor II, LLC 800 Westchester Avenue Suite S-632 Rye |
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| March 9, 2021 |
EX-99.4 23 fs12021ex99-4schultze2.htm CONSENT OF GARY M. JULIEN Exhibit 99.4 Consent of Director Nominee Schultze Special Purpose Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Schultze Special Purpose Acquisition Co |
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| February 4, 2021 |
As submitted confidentially with the U.S. Securities and Exchange Commission on February 3, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER T |
