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.
Exhibit No. Description
3.1 Amendment to the Amended and Restated Certificate of Incorporation of
Schultze Special Purpose Acquisition Corp., dated September 30, 2020
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