Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 2, 2023, Schultze Special Purpose Acquisition Corp. II (the "Company")
received a written notice (the "Notice") from the Listing Qualifications
Department of The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company
is not in compliance with Nasdaq Listing Rule 5450(a)(2) (the "Minimum Total
Holders Rule"), which requires the Company to have at least 400 total holders
for continued listing on the Nasdaq Global Market. The Notice is only a
notification of deficiency, not of imminent delisting, and has no current effect
on the listing or trading of the Company's securities on the Nasdaq Global
Market.
The Notice states that the Company has 45 calendar days, or until June 16, 2023,
to submit a plan to regain compliance with the Minimum Total Holders Rule. The
Company intends to submit to Nasdaq a plan to regain compliance with the Minimum
Total Holders Rule within the required timeframe. If Nasdaq accepts the
Company's plan, Nasdaq may grant the Company an extension of up to 180 calendar
days from the date of the Notice, or until October 29, 2023, to evidence
compliance with the Minimum Total Holders Rule. If Nasdaq does not accept the
Company's plan, the Company will have the opportunity to appeal the decision to
a Nasdaq Hearings Panel.
Forward-Looking Statements
This 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 Company's ability to submit a plan to regain compliance
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 timeframe. 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 any subsequent Quarterly Reports on Form 10-Q and
other documents filed with the U.S. Securities and Exchange Commission (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.
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