Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of March 18, 2022, Jeffrey M. Glick resigned as the Chief Financial Officer of Schultze Special Purpose Acquisition Corp. II (the "Company"). Mr. Glick's resignation was not the result of any dispute or disagreement with the Company or the board of directors of the Company (the "Board") on any matter relating to the Company's operations, policies or practices, including its controls of financial-related matters.

In connection with Mr. Glick's resignation, on March 18, 2022, the Board appointed Gary M. Julien as the Chief Financial Officer of the Company, effective immediately. Mr. Julien will also continue to serve as the Executive Vice President of the Company and as a member of the Board. Additional information regarding, among other things, Mr. Julien's background and compensatory arrangements is contained in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2022 and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 18, 2022, the Board approved the filing of a Certificate of Change of Registered Agent and/or Registered Office (the "Certificate of Change") with the Secretary of State of the State of Delaware to change the Company's registered agent to Harvard Business Services, Inc., and its registered office to 16192 Coastal Highway, Lewes, DE 19958, County of Sussex. The Certificate of Change became effective upon the Company's filing of the Certificate of Change with the Secretary of State of the State of Delaware on March 21, 2022. A copy of the Certificate of Change is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.      Description
3.1                Certificate of Change of Registered Agent and/or Registered
                 Office
104              Cover Page Interactive Data File (embedded within the Inline
                 XBRL document)

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