Washington, D.C. 20549
(Amendment No. )*
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CUSIP No. 808212104
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13G
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Page 2 of 7 Pages
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1.
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NAMES
OF REPORTING PERSONS
Schultze Special Purpose
Acquisition Sponsor II, LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions)
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(a)
☐
(b) ☐
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
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5.
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SOLE
VOTING POWER
3,736,000
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6.
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SHARED
VOTING POWER
- 0 -
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EACH
REPORTING
PERSON WITH
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7.
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SOLE
DISPOSITIVE POWER
3,736,000
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8.
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SHARED
DISPOSITIVE POWER
- 0 -
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,736,000
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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(See
Instructions)
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☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.5%
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12.
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TYPE
OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 808212104
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13G
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Page 3 of 7 Pages
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1.
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NAMES
OF REPORTING PERSONS
George J. Schultze
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions)
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(a)
☐
(b) ☐
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
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5.
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SOLE
VOTING POWER
3,736,000
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6.
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SHARED
VOTING POWER
- 0 -
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EACH
REPORTING
PERSON WITH
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7.
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SOLE
DISPOSITIVE POWER
3,736,000
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8.
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SHARED
DISPOSITIVE POWER
- 0 -
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,736,000
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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(See
Instructions)
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☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.5%
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12.
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 808212104
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13G
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Page 4 of 7 Pages
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Item 1(a).
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Name of Issuer:
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Schultze Special Purpose Acquisition Corp.
II (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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800 Westchester Avenue, Suite S-632, Rye Brook,
NY 10573
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Item 2(a).
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Name of Person Filing:
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This statement is filed on behalf of each
of the following persons (collectively, the “Reporting Persons”):
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(i)
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Schultze Special Purpose Acquisition Sponsor II, LLC (the “Sponsor”)
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The principal business
address of each of the Reporting Persons is 800 Westchester Avenue, Suite S-632, Rye Brook, NY 10573.
The Sponsor is a Delaware limited liability company, and Mr. Schultze
is a citizen of the United States of America.
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Item 2(d).
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Title of Class of Securities:
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Class A Common Stock, par value $0.0001 per share (“Class A Common
Stock”)
808212104
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Item 3.
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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:
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(a)
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☐
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Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o);
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(b)
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☐
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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☐
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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☐
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Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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☐
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An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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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);
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(j)
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☐
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A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group,
in accordance with § 240.13d-1(b)(1)(ii)(K).
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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.
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CUSIP No. 808212104
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13G
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Page 5 of 7 Pages
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The information required by
Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person and is incorporated herein by reference for
each Reporting Person.
The Sponsor holds 2,798,500
shares of Class B common stock, par value $0.0001 per share (“Class B Common Stock”), directly and 937,500 shares of Class
B Common Stock indirectly through its subsidiary, SAMA Sponsor II Subsidiary, LLC (the “Sponsor Subsidiary”), as managing
member of the Sponsor Subsidiary. All such shares of Class B Common Stock are held indirectly by Mr. 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. The Sponsor also disclaims beneficial
ownership of the securities held by the Sponsor Subsidiary except to the extent of its pecuniary interest therein.
The shares of Class B Common
Stock will automatically convert into shares of Class A Common Stock at the time of the Issuer’s initial business combination, or
earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer’s registration statement
on Form S-1 (File No. 333-254018) and have no expiration date.
The securities described
above represent in the aggregate approximately 18.5% of the outstanding shares of Class A Common Stock, calculated based upon 16,500,000
shares of Class A Common Stock outstanding as of November 9, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on November 10, 2021, adjusted for the shares of Class A Common Stock issuable upon conversion
of the shares of Class B Common Stock held by the Sponsor and the Sponsor Subsidiary.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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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.
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Item
6.
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Ownership
of More Than Five Percent on Behalf of Another Person.
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Certain members of the
Sponsor Subsidiary have the right to receive dividends, or the proceeds from the sale of, the shares of Class B Common Stock (including
the shares of Class A Common Stock issuable upon conversion of such shares of Class B Common Stock) held by the Sponsor Subsidiary. No
such interest individually relates to more than five percent of the outstanding shares of Class A Common Stock (calculated as set forth
in Item 4).
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CUSIP No. 808212104
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13G
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Page 6 of 7 Pages
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not
Applicable.
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Item
8.
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Identification
and Classification of Members of the Group.
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Not Applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
Applicable.
Not
Applicable.
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CUSIP No. 808212104
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13G
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Page 7 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Date: February 11, 2022
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SCHULTZE SPECIAL PURPOSE ACQUISITION
SPONSOR II, LLC
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By:
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Schultze Asset Management, LP, its manager
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By:
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Schultze Asset Management GP, LLC, its general
partner
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By:
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/s/ George J. Schultze
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Name: George J. Schultze
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Title: Managing Member
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/s/ George J. Schultze
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George J. Schultze
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