Item 7.01. Regulation FD Disclosure.

On June 1, 2022, SmartStop Self Storage REIT, Inc., a Maryland corporation (the "Company") issued a press release announcing the closing of the merger with Strategic Storage Growth Trust II, Inc., a Maryland corporation ("SSGT II"), as described in Item 8.01 below. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.

Pursuant to the rules and regulations of the SEC, the information in this Item 7.01 disclosure, including Exhibit 99.1, and information set forth therein, is deemed to have been furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.




Item 8.01. Other Events.

Reference is made to the Agreement and Plan of Merger (the "Merger Agreement"), dated February 24, 2022, by and among the Company, SSGT II, and SSGT II Merger Sub, LLC, a Maryland limited liability company and a wholly-owned subsidiary of the Company ("Merger Sub").

Pursuant to the terms and conditions set forth in the Merger Agreement, on June 1, 2022, the Company acquired SSGT II by way of a merger of SSGT II with and into Merger Sub, with Merger Sub being the surviving entity (the "Merger").

At the effective time of the Merger (the "Merger Effective Time"), each share of SSGT II common stock, par value $0.001 per share (the "SSGT II Common Stock"), outstanding immediately prior to the Merger Effective Time (other than shares owned by the Company, any subsidiary of the Company, or any subsidiary of SSGT II) was automatically converted into the right to receive 0.9118 shares of the Company's Class A Common Stock, $0.001 par value per share (the "Merger Consideration"), which values SSGT II's real estate assets at approximately $280 million (which includes outstanding debt of SSGT II assumed or repaid but excludes transaction costs).

As a result of the Merger, the Company acquired all of the real estate owned by SSGT II, consisting of 10 wholly-owned self storage facilities located across seven states and three self storage real estate joint ventures located in the Greater Toronto Area of Ontario, Canada. The real estate joint ventures consist of one operating self storage property and two parcels of land being developed into self storage facilities (the "JV Properties"), with subsidiaries of SmartCentres Real Estate Investment Trust, an unaffiliated third party ("SmartCentres"), owning the other 50% of such entities.



As of March 31, 2022, SSGT II's wholly-owned self storage portfolio was
comprised of the following:

Property                      Approx.       Approx.       % of Total       Physical
                               Units        Sq. Ft.        Rentable        Occupancy
                                (1)         (net)2)        Sq. Ft.           %(3)
Sacramento - CA                  1,080        108,000           12.7 %           91.9 %
Phoenix - AZ                       590         64,100            7.5 %           95.6 %
Houston - TX                       640         74,700            8.7 %           97.3 %
Milwaukee - WI                     780         83,400            9.8 %           93.7 %
Mill Creek - WA(4)                 660         65,400            7.7 %           97.5 %
Homestead - FL                     800         96,200           11.3 %           96.4 %
Lutz - FL                          790         87,300           10.2 %           95.5 %
St. Petersburg - FL                790         74,400            8.7 %           94.9 %
Las Vegas - NV                     950        107,900           12.6 %           93.2 %
Olympia - WA                       660         92,500           10.8 %           92.1 %
Total                            7,740        853,900            100 %           94.6 %

(1) Includes all rentable units, consisting of storage units and parking units


    (approximately 160 units).
(2) Includes all rentable square feet consisting of storage units and parking
    units (approximately 49,000 square feet).
(3) Represents the occupied square feet divided by total rentable square feet as
    of March 31, 2022.
(4) Subsequent to March 31, 2022 the Mill Creek property opened an expansion which
    added an additional approximately 420 units and 35,000 net rentable square
    feet.

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As of March 31, 2022, the JV Properties consisted of the following:



Property           Units     Rentable Sq. Ft. (net)        Physical
                                                        Occupancy %(1)
Toronto - ONT        720                     46,800               93.6 %
Aurora - ONT(2)      890                     94,400                N/A
Markham - ONT(3)     830                     91,100                N/A
Total              2,440                    232,300               93.6 %

(1) Represents the occupied square feet divided by total rentable square feet as


    of March 31, 2022.
(2) The Aurora JV property is under development and estimated to be completed in

the first half of 2023. Figures shown are estimates upon completion. (3) The Markham JV property is under development and estimated to be completed in

the second half of 2023. Figures shown are estimates upon completion.

Additionally, the Company obtained the rights to acquire (a) one parcel of land being developed into a self storage facility in an unconsolidated joint venture with an unaffiliated third party, and (b) a property located in Southern California.

The Company also indirectly assumed an outstanding loan in connection with the Merger. SSGT II previously entered into an arrangement on April 30, 2021, which was subsequently modified on October 22, 2021, with SmartCentres Storage Finance LP, as lender, in the amount of up to approximately $34.3 million CAD (the "SmartCentres Loan"). The borrowers under the SmartCentres Loan are the joint venture entities in which SSGT II and SmartCentres each hold a 50% limited partnership interest with respect to the Toronto, Ontario and Aurora, Ontario joint venture properties. In connection with the foregoing assumption, the Company became a recourse guarantor for 50% of the SmartCentres Loan.

The description of the Merger and the Merger Agreement contained in this Item 8.01 is a summary and is subject to and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the "SEC") on February 24, 2022, and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release for Closing of Merger, dated June 1, 2022 104 Cover Page Interactive Data File

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