Rye Brook, New York, March 31, 2023 (GLOBE NEWSWIRE) -- 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.