Schultze Special Purpose Acquisition Corp. II: debt financing — SAMA shareholders approve deadline extension to Oct 13; 70% of shares redeemed

Schultze Special Purpose Acquisition Corp. II

Extension of business combination deadline from April 13 to October 13, 2023 approved.
Sponsor issued unsecured promissory note for up to $840,000 to fund trust account contributions.
11,584,852 public shares redeemed at ~$10.30 each, totaling ~$119.3 million.
Trust account balance post-redemption is approximately $50.6 million.
All Class B shares converted to Class A; 9,040,148 Class A shares outstanding.

item 1.01 item 2.03 item 5.03 item 5.07 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Schultze Special Purpose Acquisition Corp. II incurred loan of up to $840,000 with Schultze Special Purpose Acquisition Sponsor II, LLC at does not bear interest maturing the earlier of: (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective.

Instrument: loan
Principal: up to $840,000
Counterparty: Schultze Special Purpose Acquisition Sponsor II, LLC
Rate: does not bear interest
Maturity: the earlier of: (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective
Event: incurrence

Exact text from the filing

On April 10, 2023, in connection with the implementation of the Extension (as defined below), Schultze Special Purpose Acquisition Corp. II (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of up to $840,000 to Schultze Special Purpose Acquisition Sponsor II, LLC (the “Sponsor”)

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Schultze Special Purpose Acquisition Corp. II: Amended certificate of incorporation to extend the deadline for initial business combination from April 13, 2023 to October 13, 2023 (effective 2023-04-10).

Change: charter amendment
Effective: 2023-04-10

Exact text from the filing

On April 10, 2023, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware in order to implement the Extension.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Schultze Special Purpose Acquisition Corp. II shareholders approved Auditor Ratification Proposal to ratify Marcum LLP as independent registered public accounting firm for fiscal 2023 at the 2023-04-04 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2023-04-04

Exact text from the filing

The Auditor Ratification Proposal was approved. The voting results of the shares of Common Stock were as follows: For Against Abstain Broker Non-Votes 17,786,148 631,528 4,908 0

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Schultze Special Purpose Acquisition Corp. II shareholders approved Charter Amendment Proposal to extend date to consummate business combination to October 13, 2023 at the 2023-04-04 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-04-04

Exact text from the filing

The Charter Amendment Proposal was approved. The voting results of the shares of Common Stock were as follows: For Against Abstain Broker Non-Votes 15,060,351 1,374,906 0 1,987,327

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Schultze Special Purpose Acquisition Corp. II shareholders approved Director Election Proposal to re-elect two directors at the 2023-04-04 meeting.

Proposal: director election
Outcome: passed
Meeting: 2023-04-04

Exact text from the filing

The Director Election Proposal was approved, and each of Messrs. William G. LaPerch and William T. Allen was re-elected to the Board. The voting results of the shares of Class B Common Stock were as follows: Director For Withheld Broker Non-Votes William G. LaPerch 4,125,000 0 0 William T. Allen 4,125,000 0 0

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Source: SEC EDGAR

accession 0001213900-23-028624

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