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. __)*
| 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 31, 2018 |
| (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 | 13G | Page 2 of 8 Pages |
| 1. | NAMES OF REPORTING PERSONS
| |||
2.
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ☒ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
4.
| CITIZENSHIP OR PLACE OF ORGANIZATION
| |||
NUMBER OF SHARES |
5. |
SOLE VOTING POWER
| ||
6.
| SHARED VOTING POWER 3,190,000 | |||
| EACH REPORTING PERSON WITH | 7.
| SOLE DISPOSITIVE POWER 0 | ||
8.
| SHARED DISPOSITIVE POWER
| |||
9.
| 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 19.6%* | |||
12. | TYPE OF REPORTING PERSON (See Instructions)
| |||
| ||||
* The securities are held directly by Schultze Special Purpose Acquisition Sponsor, LLC (the “Sponsor”) and indirectly by George J. Schultze, who controls both Schultze Asset Management, LP, the manager of the Sponsor, and Schultze Master Fund, Ltd, the majority owner of the Sponsor. Mr. Schultze disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
| CUSIP No. 80821R109 | 13G | Page 3 of 8 Pages |
| 1. | NAMES OF REPORTING PERSONS
| |||
2.
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ☒ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
4.
| CITIZENSHIP OR PLACE OF ORGANIZATION
| |||
NUMBER OF SHARES |
5. |
SOLE VOTING POWER
| ||
6.
| SHARED VOTING POWER 3,190,000 | |||
| EACH REPORTING PERSON WITH | 7.
| SOLE DISPOSITIVE POWER 0 | ||
8.
| SHARED DISPOSITIVE POWER
| |||
9.
| 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 19.6%* | |||
12. | TYPE OF REPORTING PERSON (See Instructions)
| |||
| ||||
* The securities are held directly by the Sponsor and indirectly by George J. Schultze, who controls both Schultze Asset Management, LP, the manager of the Sponsor, and Schultze Master Fund, Ltd, the majority owner of the Sponsor. Mr. Schultze disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
| CUSIP No. 80821R109 | 13G | Page 4 of 8 Pages |
| 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); |
| CUSIP No. 80821R109 | 13G | Page 5 of 8 Pages |
| (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 – 3,190,000 Shares
George J. Schultze – 3,190,000 Shares
| |
| (b) | Percent of class:
Schultze Special Purpose Acquisition Sponsor, LLC – 19.6%
George J. Schultze – 19.6%
| |
| (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 – 3,190,000 Shares
George J. Schultze – 3,190,000 Shares
| |
| CUSIP No. 80821R109 | 13G | Page 6 of 8 Pages |
| (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 – 3,190,000 Shares
George J. Schultze – 3,190,000 Shares | |
Schultze Special Purpose Acquisition Sponsor, LLC (the “Sponsor”) holds 3,190,000 Shares, which represent 19.6% of the total Shares issued and outstanding, calculated based upon 16,250,000 Shares outstanding as reported in the Issuer’s final prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on December 12, 2018, after giving effect to the completion of the Issuer’s initial public offering and the expiration of the underwriters’ over-allotment option, as described therein.
The securities described above are held directly by the Sponsor and indirectly by George J. Schultze, who controls both Schultze Asset Management, LP, the manager of the Sponsor, and Schultze Master Fund, Ltd, the majority owner of the Sponsor. Mr. Schultze disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
| 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 ☐.
Not Applicable.
| 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.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| CUSIP No. 80821R109 | 13G | Page 7 of 8 Pages |
| Item 10. | Certifications. |
Not Applicable.
| CUSIP No. 80821R109 | 13G | Page 8 of 8 Pages |
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: February 12, 2019 | ||
| 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 | ||
Exhibit 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning her, him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that she, he or it knows or has reason to believe that such information is inaccurate.
| Date: February 12, 2019 | ||
| 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 | ||