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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1 – Exit Filing)*

Schultze Special Purpose Acquisition Corp.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

80821R109

(CUSIP Number)

December 18, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 80821R109

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NAMES OF REPORTING PERSONS

Schultze Special Purpose Acquisition Sponsor, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(See Instructions)

(a) ☐

(b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

12.

TYPE OF REPORTING PERSON (See Instructions)

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NAMES OF REPORTING PERSONS

George J. Schultze

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)

(a) ☐

(b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

12.

TYPE OF REPORTING PERSON (See Instructions)

CUSIP No. 80821R109

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Item 1(a).

Name of Issuer:

Schultze Special Purpose Acquisition Corp. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

800 Westchester Avenue, Suite 632, Rye Brook, NY 10573

Item 2(a).

Name of Person Filing:

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

(i)

Schultze Special Purpose Acquisition Sponsor, LLC

(ii)

George J. Schultze

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The principal business address of each of the Reporting Persons is 800 Westchester Avenue, Suite 632, Rye Brook, NY 10573.

Item 2(c).

Citizenship:

Schultze Special Purpose Acquisition Sponsor, LLC is a Delaware limited liability company, and George J. Schultze is a citizen of the United States of America.

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.0001 per share (the “Shares”).

Item 2(e).

CUSIP Number:

80821R109

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	☐	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

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(g)	☐	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________________

Not Applicable.

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

Disclosure for each Reporting Person:

(a)

Amount beneficially owned:

Schultze Special Purpose Acquisition Sponsor, LLC – 0

George J. Schultze – 0

(b)

Percent of class:

Schultze Special Purpose Acquisition Sponsor, LLC – 0%

George J. Schultze – 0%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

Schultze Special Purpose Acquisition Sponsor, LLC – 0

George J. Schultze – 0

(ii)

Shared power to vote or to direct the vote:

Schultze Special Purpose Acquisition Sponsor, LLC – 0

George J. Schultze – 0

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(iii)

Sole power to dispose or to direct the disposition of:

Schultze Special Purpose Acquisition Sponsor, LLC – 0

George J. Schultze – 0

(iv)

Shared power to dispose or to direct the disposition of:

Schultze Special Purpose Acquisition Sponsor, LLC – 0

George J. Schultze – 0

As of December 18, 2020, the Reporting Persons do not beneficially own any Shares.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

See Exhibit 1 to initial Schedule 13G.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certifications.

Not Applicable.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 18, 2020

Schultze Special Purpose Acquisition Sponsor, LLC

By:	Schultze Asset Management, LP, its manager
By:	Schultze Asset Management GP, LLC, its general partner

By:	/s/ George J. Schultze
Name:	George J. Schultze
Title:	Managing Member

	/s/ George J. Schultze
	Name:	George J. Schultze

Schultze Special Purpose Acquisition Corp. SC 13G/A