UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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~~September 227, 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 incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

800 Westchester Avenue, Suite S-632

Rye Brook, NY

10573

(Address of principal executive offices)

(Zip Code)

(914) 701-5260
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one redeemable Warrant	SAMAU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	SAMA	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	SAMAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

On ~~May~~September 227, 2023, Schultze ~~Special~~ Special Purpose Acquisition Corp. II (the “Company”) ~~received~~issued a ~~written~~press ~~notice~~release ~~(the~~announcing ~~“Notice”)~~that ~~from~~it ~~the~~will ~~Listing~~redeem ~~Qualifications~~all of the outstanding ~~Department~~shares of ~~The~~its ~~Nasdaq~~Class ~~Stock~~A ~~Market~~common ~~LLC~~stock issued as part of the units sold in the Company’s initial public offering (the “~~Nasdaq~~public shares”), ~~indicating~~effective ~~that~~as of the ~~Company~~close isof ~~not~~business inon ~~compliance~~October ~~with~~11, ~~Nasdaq~~2023 ~~Listing Rule 5450~~(athe “Redemption Date”)~~(2)~~, (because the ~~“Minimum~~Company’s board ~~Total~~of ~~Holders~~directors ~~Rule~~(the “Board”), ~~which~~has ~~requires~~determined that the Company towill ~~have~~not atbe ~~least~~able ~~400~~to ~~total~~consummate ~~holders~~an ~~for~~initial ~~continued~~business combination ~~listing~~within on the ~~Nasdaq~~time ~~Global~~period ~~Market.~~set ~~The~~forth ~~Notice~~in isthe ~~only~~Company’s aamended ~~notification~~and restated certificate of ~~deficiency~~incorporation, ~~not~~as ofamended ~~imminent~~(the ~~delisting,~~“Charter”). A ~~and~~copy ~~has~~of nothe ~~current~~press ~~effect on~~release ~~the~~is ~~listing~~attached oras ~~trading~~Exhibit of99.1 ~~the~~to ~~Company’s~~this ~~securities~~Current Report on ~~the~~Form ~~Nasdaq~~8-K ~~Global~~and ~~Market~~incorporated by reference herein.

~~The~~As ~~Notice~~permitted ~~states~~under ~~that~~ the Charter, ~~Company~~the Board has 45set ~~calendar~~September ~~days~~27, or2023 ~~until~~as ~~June~~the ~~16,~~termination ~~2023,~~date tofollowing ~~submit~~which athe ~~plan~~Company towill, ~~regain~~in ~~compliance~~accordance with the ~~Minimum~~Charter, ~~Total~~(i) ~~Holders~~cease all ~~Rule.~~operations ~~The~~except ~~Company~~for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter ~~intends~~subject to ~~submit~~lawfully toavailable ~~Nasdaq~~funds therefor, redeem 100% of the outstanding public shares in consideration of a ~~plan~~per-share toprice, ~~regain~~payable in ~~compliance~~cash, ~~with~~equal to the ~~Minimum~~quotient ~~Total~~obtained ~~Holders~~by ~~Rule~~dividing ~~within~~(A) the ~~required~~aggregate ~~timeframe.~~amount Ifthen ~~Nasdaq~~on ~~accepts~~ deposit in the ~~Company’s~~trust ~~plan~~account, ~~Nasdaq~~including ~~may~~interest earned ~~grant~~on the ~~Company~~funds anheld ~~extension~~in the trust account and not previously released to the Company (net of taxes payable and less up to ~~180~~$150,000 for ~~calendar~~any ~~days~~dissolution ~~from~~or liquidation related expenses, as applicable), by (B) the ~~date~~total number of ~~the~~then ~~Notice,~~outstanding orpublic ~~until~~shares, ~~October~~which 29redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidating distributions, if ~~2023~~any), subject to ~~evidence~~applicable ~~compliance~~law, ~~with~~and ~~the~~(iii) ~~Minimum~~as ~~Total~~promptly ~~Holders~~as ~~Rule.~~reasonably Ifpossible ~~Nasdaq~~following ~~does~~such ~~not~~redemption, ~~accept~~subject to the ~~Company’s~~approval ~~plan~~of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the ~~Company~~case of clauses (ii) ~~will~~and ~~have~~(iii) to the ~~opportunity~~Company’s toobligations ~~appeal~~under ~~the~~Delaware ~~decision~~law to aprovide ~~Nasdaq~~for ~~Hearings~~claims ~~Panel~~of creditors and other requirements of applicable law.

~~Forward~~The per-~~Looking~~share ~~Statements~~redemption price for the public shares is expected to be approximately $10.58 (as finally determined, the “Redemption Amount”). In accordance with the terms of the related trust agreement and the Charter, the Company expects to retain interest earned on the funds deposited in the trust account to pay the Company’s tax obligations and $150,000 of dissolution or liquidation related expenses.

~~This~~As ~~Current Report on Form 8-K includes “forward-looking statements” within the meaning~~ of the ~~safe~~close ~~harbor provisions~~ of ~~the United States Private Securities~~business ~~Litigation~~on ~~Reform Act of 1995. Certain of these forward-looking statements can be identified by~~ the ~~use~~Redemption ~~of words such as “believes~~Date,~~” “expects,”~~ ~~“intends,”~~assuming ~~“plans,”~~that ~~“estimates,”~~a ~~“assumes,”~~sum ~~“may,” “should,”~~sufficient ~~“will,” “seeks,” or other similar expressions. Such statements may include, but are not limited~~ to, ~~statements~~redeem ~~regarding~~ the ~~Company’s~~public ~~ability~~shares tohas ~~submit~~been airrevocably ~~plan~~deposited toor ~~regain~~set ~~compliance~~aside ~~with the Minimum Total Holders Rule that is satisfactory~~ to ~~Nasdaq and the Company’s ability to evidence compliance with the Minimum Total Holders Rule within the required~~pay ~~timeframe. These statements are based on current expectations on~~ the ~~date~~Redemption ofAmount ~~this~~for ~~Current~~each ~~Report~~public ~~on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly~~share, ~~including those risks set forth in~~ the ~~Company’s~~public ~~most~~shares ~~recent Annual~~will ~~Report~~be ondeemed ~~Form~~to ~~10-K~~no ~~and~~longer ~~any~~be ~~subsequent~~outstanding ~~Quarterly Reports on Form 10-Q~~ and ~~other~~will ~~documents~~represent ~~filed~~only ~~with~~ the ~~U.S. Securities and Exchange~~ ~~Commission~~right ~~(the~~to ~~“SEC”).~~receive ~~Copies of such filings are available on~~ the ~~SEC’s~~Redemption ~~website~~Amount atfor ~~www.sec.gov.~~each ~~The Company does not assume any obligation to update or revise any~~ such ~~forward-looking~~public ~~statements, whether as the result of new developments or otherwise~~share. ~~Readers are cautioned not to put undue reliance on forward-looking statements.~~

1The Redemption Amount will be payable to the holders of the public shares upon presentation of their respective stock or unit certificates or other delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of public shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.

~~SIGNATURE~~The Company’s initial stockholders have agreed to waive their redemption rights with respect to the outstanding shares of Class A common stock issued upon conversion of the shares of Class B common stock issued prior to the Company’s initial public offering. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

~~Pursuant~~The toCompany ~~the~~expects ~~requirements~~that the last day of trading of its units, Class A common stock and warrants on The Nasdaq Stock Market LLC (“Nasdaq”) will be on or about October 11, 2023, following which the Company expects that Nasdaq will file a Form 25 with the U.S. Securities and Exchange ~~Act~~Commission (the of“SEC”) ~~1934,~~to delist the ~~registrant~~Company’s ~~has~~units, ~~duly~~Class ~~caused~~A ~~this~~common ~~report~~stock and warrants. The Company thereafter expects to befile a ~~signed~~Form on15 with the SEC to terminate the registration of its ~~behalf~~securities byunder the ~~undersigned~~Securities ~~hereunto duly~~Exchange ~~authorized~~Act of 1934, as amended (the “Exchange Act”).

~~SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II By: /s/ George J. Schultze Name: George J. Schultze Title: Chief Executive Officer~~1

~~Date:~~Forward-Looking ~~May 8, 2023~~Statements

2This Current Report on Form 8-K 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 expected Redemption Amount, timing for redemptions, suspension of trading of the Company’s securities on Nasdaq, delisting of the Company’s securities by Nasdaq and termination of the registration of the Company’s securities under the Exchange Act. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly, including those risks set forth in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated September 27, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II

By:	/s/ George J. Schultze
	Name:	George J. Schultze
	Title:	Chief Executive Officer

Date: September 27, 2023

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