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): June 9, 2020
Schultze
Special Purpose Acquisition Corp.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation) |
001-38760
(Commission File Number) |
83-0891815
(I.R.S. Employer Identification No.) |
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800 Westchester Avenue, Suite 632
(Address of principal executive offices) |
10573 (Zip Code) |
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(914) 701-5260
Not Applicable
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Check the appropriate box below if the Form 8-K 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 Common Stock and one Warrant | SAMAU | The Nasdaq Stock Market LLC | ||
| Common Stock, par value $0.0001 per share | SAMA | The Nasdaq Stock Market LLC | ||
| Warrants, each warrant exercisable for one share of 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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03 to the extent required herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 9, 2020, Schultze Special Purpose Acquisition Corp. (the “Company”) held a special meeting in lieu of the 2020 annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved the following items: (i) a proposal to amend (the “Charter Amendment”) the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination (the “Extension”) from June 13, 2020 to September 30, 2020; (ii) a proposal to re-elect (the “Director Proposal”) two directors, Messrs. William G. LaPerch and William T. Allen, to the Company’s board of directors, with each such director to serve until the second annual meeting of stockholders following the Meeting or until his successor is elected and qualified; and (iii) a proposal to ratify the selection by the Company’s audit committee of Marcum LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 (the “Auditor Proposal”). The affirmative vote of at least sixty-five percent (65%) of the outstanding shares of the Company’s common stock (“Common Stock”) entitled to vote at the Meeting as of May 8, 2020 (the “Record Date”) was required to approve the Charter Amendment, a plurality of the shares of Common Stock present in person or by proxy and entitled to vote at the Meeting as of the Record Date and voting on the Director Proposal was required for the re-election of each of the directors in the Director Proposal and the affirmative vote of at least a majority of the shares of Common Stock present in person or by proxy and entitled to vote at the Meeting as of the Record Date and voting on the Auditor Proposal was required to approve the Auditor Proposal. 34,868 shares of Common Stock were redeemed in connection with the Extension.
Set forth below are the final voting results for each of the proposals:
Charter Amendment
The Charter Amendment was approved. The voting results of the shares of Common Stock were as follows:
| For | Against | Abstain | |||||||
| 12,795,401 | 7,500 | 16,150 | |||||||
Director Proposal
The Director Proposal was approved, and each of Messrs. William G. LaPerch and William T. Allen were re-elected to the Company’s board of directors. The voting results of the shares of Common Stock were as follows:
| Director | For | Withheld | |||||||
| William G. LaPerch | 12,074,469 | 744,582 | |||||||
| William T. Allen | 12,074,469 | 744,582 | |||||||
Auditor Proposal
The Auditor Proposal was approved. The voting results of the shares of Common Stock were as follows:
| For | Against | Abstain | |||||||
| 12,819,051 | 0 | 0 | |||||||
Following the Meeting, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware. A copy of the Charter Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amendment to the Amended and Restated Certificate of Incorporation of Schultze Special Purpose Acquisition Corp., dated June 9, 2020 |
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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. | |
| By: /s/ George J. Schultze | |
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Name: George J. Schultze
Title: Chief Executive Officer |
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Date: June 9, 2020
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Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED
OF
Schultze Special Purpose Acquisition Corp.
June 9, 2020
Schultze Special Purpose Acquisition Corp., 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.” The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 11, 2018 (the “Original Certificate”). The Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) was filed with the Secretary of State of the State of Delaware on December 10, 2018;
2. This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate.
3. This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation and the holders of at least sixty-five percent (65%) of the outstanding shares of the common stock of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
4. The text of Section 9.1(b) is hereby amended and restated to read in full as follows:
(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ option to purchase additional units) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the Securities and Exchange Commission on November 20, 2018 (SEC File No. 333-228494), as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by September 30, 2020 (the “Termination Date”) and (iii) the redemption of Offering Shares in connection with a vote seeking to amend any provisions of this Amended and Restated Certificate relating to pre-initial Business Combination activity (as described in Section 9.7) and related stockholders’ rights, including the ability of holders of Offering Shares to exercise Redemption Rights (as defined in Section 9.2(a)) pursuant to Section 9.2(a) or the substance or timing of the Corporation’s obligation to redeem the Offering Shares pursuant to Section 9.2(d). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of the Corporation, Schultze Special Purpose Acquisition Sponsor, LLC (the “Sponsor”) or officers or directors of the Corporation) are referred to herein as “Public Stockholders.”
5. The text of Section 9.2(d) is hereby amended and restated to read in full as follows:
(d) In the event that the Corporation has not consummated an initial Business Combination by the Termination Date, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (which shall be net of taxes payable and less up to $150,000 to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
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IN WITNESS WHEREOF, Schultze Special Purpose Acquisition Corp. has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.
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Schultze Special Purpose Acquisition Corp.
By: /s/ George J. Schultze Name: George J. Schultze Title: Chief Executive Officer |
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