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): September 30, 2020
Schultze Special Purpose Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-38760 | | 83-0891815 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
800 Westchester Avenue, Suite 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 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 September 30, 2020, Schultze Special Purpose Acquisition Corp. (the “Company”) held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment (the “Charter Amendment”) to 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”) for an additional three months, from September 30, 2020 to December 31, 2020. 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 August 24, 2020 was required to approve the Charter Amendment. The purpose of the Charter Amendment is to allow the Company more time to complete its proposed business combination with Clever Leaves International Inc. (“Clever Leaves”) pursuant to the Business Combination Agreement, dated as of July 25, 2020, by and among the Company, Clever Leaves Holdings Inc., Novel Merger Sub Inc. and Clever Leaves. 4,473,579 shares of Common Stock were redeemed in connection with the Extension.
Set forth below are the final voting results for the Charter Amendment proposal:
Charter Amendment
The Charter Amendment was approved. The voting results of the shares of Common Stock were as follows:
| For | | | Against | | | Abstain | |
| | 11,675,698 | | | | 2,193 | | | | 589 | |
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.
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 |
| | Name: Title: | George J. Schultze
Chief Executive Officer |
Date: September 30, 2020
0001754824 2020-09-30 2020-09-30
