UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40891

Schultze Special Purpose Acquisition Corp. II

(Exact name of registrant as specified in its charter)

Delaware		86-1206818
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

800 Westchester Avenue, Suite S-632

Rye Brook, NY

10573

(Address of principal executive offices)

(Zip Code)

(914) 701-5260

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one redeemable Warrant	SAMAU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	SAMA	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	SAMAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~May~~August 83, 2023, there were 9,040,148 shares of Class A common stock, par value $0.0001 per share, issued and outstanding.

SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II

FORM 10-Q FOR THE QUARTER ENDED ~~MARCH~~JUNE 3130, 2023

TABLE OF CONTENTS

		Page
Part I. Financial Information		1
Item 1. Financial Statements		1
Condensed Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022		1
Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022		1
Condensed Statements of Operations for the three months ended March 31, 2023 and 2022 (Unaudited)		2
Condensed Statements of Operations for the three and six months ended June 30, 2023 and 2022 (Unaudited)		2
Condensed Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2023 and 2022 (Unaudited)		3
Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2023 and 2022 (Unaudited)		3
Condensed Statements of Cash Flows for the three months ended March 31, 2023 and 2022 (Unaudited)		4
Condensed Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1619
Item 3. Quantitative and Qualitative Disclosures About Market Risk		2023
Item 4. Controls and Procedures		2023
Part II. Other Information		2124
Item 1. Legal Proceedings		2124
Item 1A. Risk Factors		2124
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities		26
Item 3. Defaults Upon Senior Securities		2427
Item 4. Mine Safety Disclosures		2427
Item 5. Other Information		2427
Item 6. Exhibits		2527
Signatures		2628

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II

CONDENSED BALANCE SHEETS

	March 31,			December 31,
	June 30,			December 31,
	2023			2022
ASSETS	(Unaudited)
Current Assets
Cash	$	~~226~~553,~~355~~847		$	366,794
Prepaid expenses		—37,109			123,418
Total Current Assets		~~226~~590,~~355~~956			490,212
Cash and marketable securities held in trust account		~~170~~51,~~529~~589,~~598~~642			168,830,546
TOTAL ASSETS	$	~~170~~52,~~755~~180,~~953~~598		$	169,320,758
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	2,~~232~~077,~~521~~862		$	1,878,201
Income taxes payable		~~655~~777,~~096~~384			25,184
Excise taxes payable		1,193,872			—
Promissory note - related party		420,000			—
Deferred tax liability		—			293,564
Total Current Liabilities		24,~~887~~469,~~617~~118			2,196,949
Deferred underwriting fee payable		6,600,000			6,600,000
Total Liabilities		911,~~487~~069,~~617~~118			8,796,949
Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption; 16,500,000 shares issued and outstanding at redemption value of $10.29 and $10.23 at March 31, 2023 and December 31, 2022, respectively.		169,824,502			168,762,109
Class A common stock subject to possible redemption; 4,915,148 and 16,500,000 shares issued and outstanding at redemption value of $10.46 and $10.23 at June 30, 2023 and December 31, 2022, respectively.		51,421,762			168,762,109
Stockholders’ Deficit
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A common stock, $0.0001 par value, 200,000,000 shares authorized; no shares issued and outstanding (excluding 16,500,000 shares subject to possible redemption) at March 31, 2023 and December 31, 2022		—			—
Class A common stock, $0.0001 par value, 200,000,000 shares authorized; 4,125,000 and no shares issued and outstanding (excluding 4,915,148 and 16,500,000 shares subject to possible redemption) at June 30, 2023 and December 31, 2022, respectively		412			—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 4,125,000 shares issued and outstanding at March 31, 2023 and December 31, 2022		412			412
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 0 and 4,125,000 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively		—			412
Additional paid-in capital		—			—
Accumulated deficit		(810,~~556~~310,~~578~~694	)		(8,238,712	)
Total Stockholders’ Deficit		(810,~~556~~310,~~166~~282	)		(8,238,300	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	~~170~~52,~~755~~180,~~953~~598		$	169,320,758

The accompanying notes are an integral part of the unaudited condensed financial statements.

SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended March 31,
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Formation and operational costs	$	~~662~~194,~~964~~679		$	~~416~~1,~~563~~992,260		$	857,643		$	2,408,823
Loss from operations		(~~662~~194,~~964~~679	)		(~~416~~1,~~563~~992,260	)		(857,643	)		(2,408,823	)
Other income (expenses):
Interest income – bank		14,~~412~~435			2617			5,847			43
Interest earned on marketable securities held in Trust Account		1765,~~766,931~~651			41265,~~044~~774			2,532,582			306,818
Unrealized loss on marketable securities held in Trust Account		—			(212,~~628~~775	)		—			(15,403	)
Total other income, net		1770,~~768,343~~086			38253,~~442~~016			2,538,429			291,458
Income (Loss) before provision for income taxes		1,105,379			(378,121	)
Income (loss) before provision for income taxes		575,407			(1,739,244	)		1,680,786			(2,117,365	)
Provision for income taxes		(~~360~~151,~~852~~218	)		—			(512,070	)		—
Net income (loss)	$	~~744~~424,~~527~~189		$	(~~378~~1,~~121~~739,244	)	$	1,168,716		$	(2,117,365	)
Basic and diluted weighted average shares outstanding, Class A common stock		16,500,000			16,500,000
Basic and diluted weighted average shares outstanding, Class A common stock - redeemable		6,442,821			16,500,000			11,443,628			16,500,000
Basic and diluted net income (loss) per share, Class A common stock	$	0.04		$	(0.02	)
Basic and diluted net income (loss) per share, Class A common stock - redeemable	$	0.04		$	(0.08	)	$	0.08		$	(0.10	)
Basic and diluted weighted average shares outstanding, Class B common stock		4,125,000			4,125,000
Basic and diluted weighted average shares outstanding of Class A common stock - non-redeemable		3,671,703			—			1,845,994			—
Basic and diluted net income (loss) per share, Class B common stock	$	0.04		$	(0.02	)
Basic and diluted net income (loss) per share, Class A common stock - non-redeemable		0.04			—			0.08			—
Basic and diluted weighted average shares outstanding, Class B common stock		453,297			4,125,000			2,279,006			4,125,000
Basic and diluted net income (loss) per share, Class B common stock	$	0.04		$	(0.08	)	$	0.08		$	(0.10	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2023

	Class A Common Stock				Class B Common Stock						Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balance – January 1, 2023		—	$	—		4,125,000		$	412		$	—	$	(8,238,712	)	$	(8,238,300	)
Remeasurement of Class A common stock to redemption value		—		—		—			—			—		(1,062,393	)		(1,062,393	)
Net income		—		—		—			—			—		744,527			744,527
Balance – March 31, 2023		—	$	—		4,125,000		$	412		$	—	$	(8,556,578	)	$	(8,556,166	)
Conversion of Class B common stock to Class A common stock		4,125,000		412		(4,125,000	)		(412	)		—		—			—
Excise tax payable attributable to redemption of common stock		—		—		—			—			—		(1,193,872	)		(1,193,872	)
Remeasurement of Class A common stock to redemption value		—		—		—			—			—		(984,433	)		(984,433	)
Net income		—		—		—			—			—		424,189			424,189
Balance – June 30, 2023		4,125,000	$	412		—		$	—		$	—	$	(10,310,694	)	$	(10,310,282	)

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2022

	Class A Common Stock				Class B Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance – January 1, 2022		—	$	—		4,125,000	$	412	$	143,327		$	(5,349,250	)	$	(5,205,511	)
Net loss		—		—		—		—		—			(378,121	)		(378,121	)
Balance – March 31, 2022		—	$	—		4,125,000	$	412	$	143,327		$	(5,727,371	)	$	(5,583,632	)
Remeasurement of Class A common stock to redemption value		—		—		—		—		(8,614	)		—			(8,614	)
Net loss		—		—		—		—		—			(1,739,244	)		(1,739,244	)
Balance – June 30, 2022		—	$	—		4,125,000	$	412	$	134,713		$	(7,466,615	)	$	(7,331,490	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Three Months Ended March 31,
	For the Six Months Ended June 30,
	2023			2022
Cash Flows from Operating Activities:
Net income (loss)	$	~~744~~1,~~527~~168,716		$	(~~378~~2,~~121~~117,365	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(12,~~766~~532,~~931~~582	)		(41306,~~044~~818	)
Deferred tax (benefit) liability		(293,564	)		—
Deferred tax benefit		(293,564	)		—
Unrealized gain on marketable securities held in Trust Account		—			215,~~628~~403
Changes in operating assets and liabilities:
Prepaid expenses		~~123~~86,~~418~~309			~~(60~~93,~~070~~620	)
Other Assets		—			112,418
Accounts payable and accrued expenses		~~354~~199,~~320~~661			~~(67~~1,~~389~~546,305	)
Income taxes payable		~~629~~752,~~912~~200			—
Net cash used in operating activities		(~~208~~619,~~318~~260	)		(~~431~~656,~~578~~437	)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes		67,879			37,301
Investment of cash into Trust Account		(420,000	)		—
Net cash provided by investing activities		67,879			37,301
Cash withdrawn from Trust Account to pay franchise and income taxes		806,313			37,301
Net Change in Cash		(140,439	)		(394,277	)
Cash withdrawn from Trust Account in connection with redemption		119,387,173			—
Net cash provided by investing activities		119,773,486			37,301
Cash Flows from Financing Activities:
Proceeds from promissory note - related party		420,000			—
Redemption of common stock		(119,387,173	)		—
Net cash used in financing activities		(118,967,173	)		—
Net Change in Cash		187,053			(619,136	)
Cash – Beginning of period		366,794			1,106,629
Cash – End of period	$	~~226~~553,~~355~~847		$	~~712~~487,~~352~~493
Supplemental Cash Flow Information:
Cash paid for income taxes	$	2453,~~504~~434		$	—
Non-Cash investing and financing activities:
Remeasurement of Class A common stock to redemption value	$	12,~~062~~046,~~393~~826		$	—
Conversion of Class B common stock to Class A non-redeemable common stock	$	(412	)	$	—
Excise tax payable attributable to redemption of common stock	$	1,193,872		$	—

The accompanying notes are an integral part of the unaudited condensed financial statements.

SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II II NOTES TO CONDENSED FINANCIAL STATEMENTS ~~MARCH~~JUNE 3130, 2023 (Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS

Schultze Special Purpose Acquisition Corp. II (the “Company”) is a blank check company incorporated in Delaware on December 15, 2020. The Company had no activity for the period from December 15, 2020 (inception) through December 31, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~March~~June 3130, 2023, the Company had not yet commenced any operations. All activity through ~~March~~June 3130, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial ~~Public~~ Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until ~~after~~ after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on marketable securities held in the Trust Account (as defined below).

The registration statement for the Company’s Initial Public Offering was declared effective on October 7, 2021. On October 13, 2021, the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,200,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Schultze Special Purpose Acquisition Sponsor II, LLC (the “Sponsor”) and Stifel Venture Corp. (“Stifel Venture”), an affiliate of Stifel, Nicolaus & Company, Incorporated, one of the representatives of the underwriters, generating gross proceeds of $6,200,000, which is described in Note 4.

On October 19, 2021, the underwriters notified the Company of their exercise of the over-allotment option in part and concurrent forfeiture of the remaining portion of such option. As such, on October 22, 2021, the underwriters purchased 1,500,000 additional Units at $10.00 per additional Unit upon the closing of the partial exercise of the over-allotment option, generating gross proceeds of $15,000,000. Simultaneously with the sale of the additional Units, the Company consummated the sale of an additional 375,000 Private Placement Warrants at $1.00 per additional Private Placement Warrant, generating total gross proceeds of $375,000.

Transaction costs amounted to $15,892,398, consisting of $2,475,000 of underwriting fees, $6,600,000 of deferred underwriting fees, $541,773 of other offering costs, and $6,275,625 for the fair value of the Founder Shares attributable to the anchor investors (see Note 5).

Following the closing of the Initial Public Offering on October 13, 2021, an amount of $151,500,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) established for the benefit of the holders of the outstanding Public Shares (the “public stockholders”), with Continental Stock Transfer & Trust Company acting as trustee, and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

On October 22, 2021, a total of $15,150,000 of the net proceeds from the sale of the additional Units and the additional Private Placement Warrants was deposited in the Trust Account, bringing the aggregate proceeds held in the Trust Account to $166,650,000. In connection with the Company’s Charter Amendment filed with the State of Delaware on April 10, 2023 and as previously approved by its shareholders on April 4, 2023, (the “Extension”), the aggregate proceeds in the Trust Account has been reduced to approximately $50.8 million. Please reference Note 10, Subsequent Events, for further detail.

~~The~~On April ~~Company’s~~4, ~~management~~2023, ~~has~~the ~~broad~~Company ~~discretion with~~held ~~respect~~a tospecial ~~the~~meeting ~~specific~~in ~~application~~lieu of the ~~net~~2023 ~~proceeds~~annual meeting of ~~the~~stockholders ~~Initial~~of ~~Public~~the ~~Offering~~Company ~~and~~ (the ~~sale~~“Special Meeting”). ofAt the ~~Private~~Special ~~Placement Warrants~~Meeting, ~~although~~ ~~substantially~~the ~~all~~Company’s ofstockholders ~~the~~approved, ~~net~~among ~~proceeds~~other ~~are~~things, ~~intended~~a proposal to beamend ~~applied~~the ~~generally~~Amended and ~~toward~~Restated ~~consummating~~Certificate aof ~~Business~~Incorporation ~~Combination.~~of ~~There is~~the noCompany ~~assurance~~(as ~~that~~amended, the ~~Company~~“Amended ~~will~~and beRestated ~~able~~Certificate of Incorporation”) to ~~complete~~extend athe ~~Business~~date ~~Combination~~by ~~successfully.~~which ~~The~~the Company must ~~complete~~consummate ~~one~~an ~~or more~~ initial Business ~~Combinations~~Combination ~~with~~(the ~~one~~“Extension”) orfrom ~~more~~April ~~operating~~13, 2023 ~~businesses~~to orOctober ~~assets~~13, ~~with~~2023 aor ~~fair~~such ~~market~~earlier ~~value~~date ~~equal~~as todetermined atby ~~least~~the ~~80%~~Company’s board of ~~the~~directors. ~~net~~The ~~assets~~Sponsor or its designees will ~~held~~deposit ininto the Trust Account ~~(less~~$140,000, ~~any~~as ~~deferred~~a ~~underwriting~~loan ~~commissions~~(a “Contribution”, and ~~taxes~~the ~~payable~~Sponsor onor ~~interest~~its ~~earned~~designee onmaking ~~the~~such ~~Trust~~Contribution, a ~~Account~~“Contributor”), aton ~~the time~~April of13, 2023 and the ~~signing~~13th aday ~~definitive~~of ~~agreement~~each tosubsequent ~~enter~~calendar amonth ~~Business~~until ~~Combination.~~(but ~~The~~excluding) ~~Company~~October ~~will~~13, 2023 ~~only~~(each ~~complete~~such date, a ~~Business~~“Contribution ~~Combination~~Date”) ifor ~~the post-Business~~such ~~Combination~~earlier ~~company~~date ~~owns~~that orthe ~~acquires~~Company ~~50%~~determines orit ~~more~~will ofliquidate. ~~the~~If ~~outstanding~~a ~~voting~~Contributor fails ~~securities~~to ofmake ~~the~~a ~~target~~Contribution orby ~~otherwise~~an ~~acquires a~~applicable ~~controlling~~Contribution ~~interest~~Date, in the ~~target~~Company ~~sufficient~~will ~~for~~liquidate itand ~~not~~dissolve toas besoon ~~required~~as topracticable ~~register~~after such asdate anand ~~investment~~in ~~company~~accordance ~~under~~with the ~~Investment~~Amended ~~Company Act~~and Restated Certificate of Incorporation.

SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II NOTES TO CONDENSED FINANCIAL STATEMENTS ~~MARCH~~JUNE 3130, 2023 (Unaudited)

~~The~~On April ~~Company~~10, ~~will~~2023, ~~provide~~in ~~the~~connection ~~public stockholders~~ with the ~~opportunity~~implementation ~~to redeem all or a portion~~ of ~~their Public Shares upon~~ the ~~completion~~Extension, ofall aholders ~~Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means~~ of aClass ~~tender~~B ~~offer.~~common ~~The~~stock ~~decision~~voluntarily aselected to ~~whether the~~convert ~~Company~~all ~~will~~shares ~~seek stockholder approval~~ of aClass ~~Business~~B ~~Combination~~common orstock ~~conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled~~ to ~~redeem~~shares ~~their Public Shares for a pro rata portion~~ of ~~the~~Class ~~amount~~A ~~then~~common ~~in the Trust Account (initially anticipated to be $10.10 per Public Share~~stock, ~~plus any pro rata interest earned~~ on ~~the~~a ~~funds~~one-for-one ~~held~~basis in ~~the~~accordance ~~Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination~~ with ~~respect to~~ the ~~Company’s~~Amended warrants. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption were recorded at redemption value and ~~classified~~Restated asCertificate ~~temporary~~of ~~equity~~Incorporation in(collectively, ~~accordance with~~ the ~~Financial Accounting Standards Board’s (~~“~~FASB”)~~Class ~~Accounting~~B ~~Standards Codification (“ASC~~Conversion”) ~~Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) (see Note 2)~~.

~~The~~In connection ~~Company will proceed~~ with athe ~~Business~~implementation ~~Combination only~~of ifthe Extension, the Company’s ~~has~~public ~~net~~stockholders ~~tangible~~redeemed ~~assets of at least $5~~11,~~000~~584,~~001~~852 ~~either~~Public ~~prior~~Shares toat ~~or upon such consummation of~~ a ~~Business Combination~~ ~~and,~~redemption ifprice ~~the Company seeks stockholder approval, a majority~~ of ~~the~~approximately ~~shares voted are voted in favor of the Business Combination~~$10.31 Ifper ashare, ~~stockholder vote is not required by law and the Company does not decide to hold a stockholder vote~~ for ~~business~~an oraggregate ~~other~~redemption ~~reasons,~~amount ~~the~~of ~~Company will~~$119, ~~pursuant~~387,173 ~~to its Amended and Restated Certificate of Incorporation~~ (the “~~Amended and Restated Certificate of Incorporation~~Redemption”)~~, conduct~~. ~~the~~As ~~redemptions~~a ~~pursuant~~result ~~to the tender offer rules~~ of the ~~U.S.~~Redemption ~~Securities~~ and ~~Exchange Commission (“SEC”) and file tender offer documents with~~ the ~~SEC~~previously ~~prior~~discussed toClass ~~completing~~B ~~a Business Combination. If~~Conversion, ~~however, stockholder approval of the transaction is~~ ~~required~~there byare ~~law~~9, ~~or the Company decides to obtain stockholder approval for business or other reasons~~040,148 ~~the Company will offer to redeem~~ shares inof ~~conjunction~~Class ~~with~~A acommon ~~proxy~~stock ~~solicitation pursuant to the proxy rules~~ and ~~not~~no ~~pursuant~~shares toof ~~the~~Class ~~tender~~B ~~offer~~common ~~rules.~~stock Ifwere ~~the~~issued ~~Company seeks stockholder approval in connection with a Business Combination, the Sponsor~~ and the Company’s directors, officers and initial stockholders have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combinationoutstanding. ~~Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.~~

~~Notwithstanding~~On May ~~the~~2, ~~above~~2023, if the Company ~~seeks stockholder~~received ~~approval~~a written notice from the Listing Qualifications Department of aThe ~~Business~~Nasdaq ~~Combination~~Stock ~~and~~Market itLLC ~~does~~(“Nasdaq”) indicating that the Company is not ~~conduct~~in ~~redemptions~~compliance ~~pursuant~~with toNasdaq Listing Rule 5450(a)(2) (the ~~tender~~“Minimum ~~offer~~Total ~~rules~~Holders Rule”), which requires the ~~Amended~~Company ~~and Restated~~to ~~Certificate~~have ofat ~~Incorporation~~least ~~provides~~400 ~~that~~total aholders ~~public~~for ~~stockholder,~~continued ~~together~~listing ~~with~~on ~~any~~the ~~affiliate~~Nasdaq ofGlobal ~~such~~Market. ~~stockholder~~The orNotice ~~any~~is ~~other~~only a ~~person~~notification ~~with~~of ~~whom~~deficiency, ~~such~~not ~~stockholder~~of isimminent ~~acting~~delisting, inand ~~concert~~has orno ascurrent aeffect ~~“group”~~on ~~(as~~the ~~defined~~listing ~~under~~or ~~Section~~trading 13 of the ~~Securities~~Company’s ~~Exchange~~securities ~~Act~~on ofthe ~~1934,~~Nasdaq asGlobal ~~amended~~Market. ~~(the~~On ~~“Exchange~~June ~~Act”))~~15, ~~will~~2023, bethe ~~restricted~~Company ~~from~~provided ~~redeeming~~Nasdaq ~~its shares~~ with ~~respect~~a plan to ~~more~~regain ~~than~~compliance anwith ~~aggregate of~~the ~~15%~~Minimum orTotal ~~more~~Holders Rule ofwithin the ~~Public~~required ~~Shares~~timeframe. On July 5, ~~without~~2023, Nasdaq accepted the ~~prior~~Company’s ~~consent~~plan ofand granted the Company an extension until October 30, 2023 to evidence compliance with the Minimum Total Holders Rule.

The ~~Sponsor and the~~ Company’s ~~directors, officers~~management ~~and~~has ~~initial~~broad ~~stockholders~~discretion ~~have~~with ~~agreed~~respect ~~(a)~~ to ~~waive~~the ~~their~~specific ~~redemption~~application ~~rights~~of ~~with~~the ~~respect~~net toproceeds ~~their~~of ~~Founder~~the ~~Shares~~Initial Public Offering and ~~any~~the ~~Public Shares~~sale ~~held~~of bythe ~~them~~Private inPlacement ~~connection~~Warrants, ~~with~~although ~~the~~substantially ~~completion~~all of the net proceeds are intended to be applied generally toward consummating a Business Combination,. ~~and~~There ~~(b)~~is ~~not~~no toassurance ~~propose~~that anthe ~~amendment~~Company towill ~~the~~be ~~Amended~~able ~~and Restated~~to ~~Certificate~~complete ofa ~~Incorporation~~Business ~~(i)~~Combination tosuccessfully. The ~~modify~~Company ~~the~~must ~~substance~~complete one or ~~timing~~more ofinitial ~~the~~Business ~~Company’s~~Combinations ~~obligation~~with toone ~~allow~~or ~~redemptions~~more ~~in connection~~operating ~~with~~businesses ~~the~~or ~~Company’s~~assets ~~initial~~with ~~Business~~a ~~Combination~~fair ormarket value equal to ~~redeem~~at ~~100~~least 80% of the ~~Public~~net ~~Shares~~assets ifheld in the ~~Company~~Trust ~~does~~Account ~~not~~(less ~~complete~~any deferred underwriting commissions and taxes payable aon ~~Business~~interest ~~Combination~~earned ~~within~~on the ~~Combination~~Trust ~~Period~~Account) ~~(as~~at ~~defined~~the ~~below)~~time orof ~~(ii)~~the ~~with~~signing ~~respect~~a definitive agreement to ~~any~~enter ~~other~~a ~~provision~~Business ~~relating~~Combination. toThe ~~stockholders’~~Company ~~rights~~will oronly ~~pre-initial~~complete a Business Combination ~~activity,~~if ~~unless~~the post-Business Combination company owns or acquires 50% or more of the ~~Company~~outstanding ~~provides~~voting securities of the ~~public~~target ~~stockholders~~or ~~with~~otherwise acquires a controlling interest in the ~~opportunity~~target sufficient for it not to ~~redeem~~be required to register ~~their~~as ~~Public~~an ~~Shares~~investment incompany ~~conjunction~~under ~~with~~the ~~any~~Investment ~~such~~Company ~~amendment~~Act.

InThe Company ~~connection~~will ~~with~~provide the ~~implementation~~public ofstockholders ~~the~~with ~~Extension,~~ the ~~Company~~opportunity ~~will~~to ~~have~~redeem ~~until~~all ~~October 13, 2023,~~ or ~~such~~a ~~earlier~~portion ~~date~~of astheir ~~determined~~Public byShares ~~its~~upon ~~board~~the completion of ~~directors, to complete~~ a Business Combination ~~(the~~ ~~“Combination~~either ~~Period”~~(i). Ifin ~~the~~connection ~~Company~~with isa ~~unable~~stockholder meeting called to ~~complete~~approve athe Business Combination ~~within~~or ~~the~~(ii) ~~Combination~~by ~~Period, the~~means ~~Company~~of ~~will~~a ~~(i)~~tender ~~cease~~offer. ~~all~~The ~~operations~~decision ~~except~~as ~~for~~to whether the ~~purpose~~Company ofwill ~~winding~~seek ~~up,~~stockholder ~~(ii)~~approval asof ~~promptly~~a asBusiness ~~reasonably~~Combination ~~possible~~or ~~but~~conduct ~~not~~a ~~more than~~tender ~~ten~~offer ~~business~~will ~~days~~be ~~thereafter,~~made ~~redeem~~by the ~~Public Shares~~Company, atsolely ain ~~per-share~~its ~~price,~~discretion. ~~payable~~The inpublic ~~cash,~~stockholders ~~equal~~will be entitled to ~~the~~redeem ~~aggregate~~their Public Shares for a pro rata portion of the amount then ~~on deposit~~ in the Trust Account ~~including~~(initially ~~interest~~anticipated to be $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations ~~(net of taxes payable and less up to $150,000 of interest to pay dissolution expenses~~),. ~~divided~~There bywill ~~the~~be ~~number of then~~no ~~outstanding Public Shares, which~~ redemption ~~will completely extinguish public stockholders’~~ rights asupon ~~stockholders (including~~ the ~~right~~ tocompletion ~~receive~~of ~~further~~a ~~liquidating~~Business ~~distributions,~~Combination ifwith ~~any),~~respect ~~and (iii) as promptly as reasonably possible following such redemption, subject~~ to the ~~approval of the~~ Company’s ~~remaining~~warrants. ~~stockholders~~There ~~and~~will ~~the~~be ~~Company’s~~no ~~board~~redemption rights ofupon ~~directors,~~the ~~dissolve~~completion ~~and~~of ~~liquidate,~~a ~~subject in~~Business ~~each~~Combination ~~case~~with respect to the Company’s ~~obligations~~warrants. ~~under~~The ~~Delaware~~Public ~~law~~Shares subject to ~~provide~~redemption were ~~for~~recorded ~~claims~~at ofredemption ~~creditors~~value and ~~the~~classified ~~requirements~~as oftemporary ~~other~~equity ~~applicable law.~~in ~~There~~accordance ~~will be no redemption rights or liquidating distributions~~ with ~~respect~~the toFinancial ~~the~~Accounting ~~Company~~Standards Board’s (“FASB”) ~~warrants,~~Accounting ~~which~~Standards ~~will~~Codification ~~expire~~(“ASC”) ~~worthless if~~Topic ~~the~~480 ~~Company~~“Distinguishing ~~fails~~Liabilities tofrom ~~complete~~Equity” (“ASC a480”) ~~Business~~(see ~~Combination~~Note ~~within the Combination Period~~2).

The Company will proceed with a Business Combination only if the Company’s ~~initial~~has ~~stockholders~~net ~~have agreed~~tangible toassets ~~waive~~of ~~their~~at ~~liquidation~~least ~~rights~~$5,000,001 ~~with~~either ~~respect~~prior to ~~the~~or upon ~~Founder~~such ~~Shares~~consummation of a Business Combination and, if the Company ~~fails~~seeks tostockholder ~~complete~~approval, a ~~Business~~majority ~~Combination~~of ~~within~~the shares voted are voted in favor of the ~~Combination~~Business ~~Period~~Combination. ~~However,~~If ifa stockholder vote is not required by law and the Company’s ~~initial~~does ~~stockholders~~not ~~acquire~~decide ~~Public~~to ~~Shares~~hold ina orstockholder vote ~~after~~for ~~the~~business ~~Initial~~or ~~Public~~other ~~Offering~~reasons, ~~such~~ ~~Public~~the ~~Shares~~Company will, bepursuant ~~entitled~~to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to ~~liquidating~~the ~~distributions~~tender ~~from~~offer rules of the ~~Trust~~U.S. ~~Account~~Securities ifand Exchange Commission (“SEC”) and file tender offer documents with the ~~Company~~SEC ~~fails~~prior to ~~complete~~completing a Business Combination ~~within~~. If, however, stockholder approval of the ~~Combination~~transaction ~~Period.~~is ~~The~~required ~~underwriters~~by law, ~~have~~or ~~agreed~~the Company decides to ~~waive~~obtain ~~their~~stockholder ~~rights~~approval tofor ~~their~~business ~~deferred~~or ~~underwriting~~other ~~commission~~reasons, ~~(see~~the ~~Note 6)~~Company ~~held~~will offer to redeem shares in conjunction with a proxy solicitation pursuant to the ~~Trust~~proxy ~~Account~~rules inand not pursuant to the ~~event~~tender offer rules. If the Company ~~does~~seeks ~~not~~stockholder approval ~~complete~~in connection with a Business Combination, ~~within~~ the ~~Combination~~Sponsor ~~Period~~ and, inthe ~~such event~~Company’s directors, ~~such~~officers ~~amounts~~and ~~will~~initial bestockholders have ~~included~~agreed ~~with~~to ~~the~~vote ~~other~~their ~~funds~~Founder ~~held~~Shares (as defined in ~~the~~Note ~~Trust~~5) ~~Account~~and ~~that~~any ~~will~~Public beShares ~~available~~purchased toduring ~~fund~~or after the ~~redemption~~Initial ofPublic ~~the~~Offering ~~Public~~in ~~Shares.~~favor Inof ~~the~~approving ~~event~~a ofBusiness ~~such~~Combination. ~~distribution~~Additionally, iteach ispublic ~~possible~~stockholder ~~that~~may ~~the~~elect ~~per~~to ~~share~~redeem ~~value~~their ofPublic ~~the~~Shares ~~assets~~irrespective of ~~remaining~~whether ~~available~~they vote for ~~distribution will~~or beagainst ~~less~~the ~~than~~proposed ~~$10.10~~transaction ~~per~~or ~~Unit~~do not vote at all.

6Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

~~SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II NOTES TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited)~~6

~~In order to protect the amounts held in the Trust~~SCHULTZE ~~Account,~~SPECIAL ~~the~~PURPOSE ~~Sponsor~~ACQUISITION ~~has agreed to be liable to the Company to ensure that the proceeds in the Trust Account are not reduced below $10~~CORP.~~10 per~~ ~~share by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered~~II orNOTES ~~contracted~~TO ~~for~~CONDENSED orFINANCIAL ~~products sold to the Company. Additionally, the agreement entered into by the Sponsor specifically provides for two~~STATEMENTS ~~exceptions~~JUNE to the indemnity it has given: it will have no liability (i) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with the Company waiving any right30, ~~title, interest or claim of any kind they may have in~~2023 ~~or to any monies held in the Trust Account, or~~ (iiUnaudited) as to any claims for indemnification by the underwriters. In the event that an executed waiver is deemed to be unenforceable, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~Risks~~The Sponsor and ~~Uncertainties~~the Company’s directors, officers and initial stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination, and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

~~Management~~In connection ~~continues~~with the implementation of the Extension, the Company will have until October 13, 2023, or such earlier date as determined by its board of directors, to ~~evaluate~~complete a Business Combination (the ~~impact~~“Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the ~~COVID~~Public Shares, at a per-19share ~~pandemic~~price, payable in cash, equal to the aggregate amount then on deposit in the ~~industry,~~Trust Account including interest earned on the ~~geopolitical~~funds ~~conditions~~held ~~resulting~~in ~~from~~the Trust Account not previously released to the ~~invasion~~Company ofto ~~Ukraine~~pay byits ~~Russia~~tax obligations (net of taxes payable and ~~subsequent~~less ~~sanctions against~~up ~~Russia~~to $150,000 ~~Belarus~~of ~~and~~interest to ~~related~~pay ~~individuals~~dissolution ~~and~~expenses), ~~entities~~divided ~~and~~by the ~~status~~number of ~~debt~~then ~~and~~outstanding ~~equity~~Public ~~markets~~Shares, aswhich ~~well~~redemption aswill ~~protectionist~~completely ~~legislation~~extinguish public instockholders’ ~~our~~rights ~~target~~as ~~markets,~~stockholders ~~and~~(including ~~has~~the ~~concluded~~right ~~that~~to ~~while~~receive itfurther isliquidating distributions, if any), and (iii) as promptly as reasonably possible ~~that~~following ~~these~~such ~~factors~~redemption, ~~could~~subject ~~have~~to athe ~~negative~~approval ~~effect~~of on the Company’s ~~financial~~ ~~position,~~remaining ~~results~~stockholders ofand ~~its~~the ~~operations~~Company’s board of directors, dissolve and~~/or~~ ~~search~~liquidate, ~~for~~subject ain ~~target~~each ~~company,~~case to the ~~specific~~Company’s ~~impact~~obligations isunder ~~not~~Delaware ~~readily~~law ~~determinable~~to asprovide for claims of creditors and the ~~date~~requirements of ~~the~~other ~~financial~~applicable ~~statements~~law. ~~The~~There ~~financial~~will ~~statements~~be dono ~~not~~redemption ~~include~~rights ~~any~~or ~~adjustments~~liquidating ~~that~~distributions ~~might~~with respect ~~result~~to ~~from~~the Company’s warrants, which will expire worthless if the ~~outcome~~Company offails to complete a Business Combination within the ~~these~~Combination ~~uncertainties~~Period.

~~Inflation~~The Company’s ~~Reduction~~initial ~~Act~~stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Company’s initial stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of ~~2022~~the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.10 per Unit.

OnIn order ~~August~~to ~~16,~~protect ~~2022~~the amounts held in the Trust Account, the ~~Inflation~~Sponsor ~~Reduction~~has ~~Act of~~agreed ~~2022~~to (be liable to the ~~“IR~~Company ~~Act”)~~to ~~was~~ensure ~~signed~~that ~~into~~the ~~federal~~proceeds in ~~law.~~the ~~The~~Trust IRAccount ~~Act~~are ~~provides~~not ~~for,~~reduced ~~among~~below ~~other~~$10.10 ~~things,~~per ashare ~~new~~by ~~U.S.~~the ~~federal~~claims 1%of ~~excise tax~~target onbusinesses ~~certain~~or ~~repurchases~~claims of ~~stock~~vendors byor ~~publicly~~other ~~traded~~entities that ~~U.S.~~are ~~domestic~~owed ~~corporations~~money ~~and~~by ~~certain~~the ~~U.S.~~Company ~~domestic~~for ~~subsidiaries~~services ofrendered ~~publicly~~or ~~traded foreign~~contracted ~~corporations~~for ~~occurring~~or onproducts orsold ~~after~~to ~~January~~the 1Company. Additionally, ~~2023.~~the ~~The~~agreement entered ~~excise~~into ~~tax~~by isthe ~~imposed~~Sponsor onspecifically provides for two exceptions to the ~~repurchasing~~indemnity ~~corporation~~it ~~itself,~~has ~~not~~given: ~~its shareholders~~it ~~from~~will ~~which~~have ~~shares~~no ~~are~~liability ~~repurchased.~~(i) as to ~~The~~any ~~amount~~claimed ofamounts ~~the~~owed ~~excise~~to ~~tax~~a istarget ~~generally~~business 1%or ofvendor ~~the~~or ~~fair~~other ~~market~~entity ~~value~~who ofhas executed an agreement with the ~~shares~~Company ~~repurchased~~waiving any atright, ~~the~~title, ~~time~~interest or claim of any kind they may have in or to any monies held in the ~~repurchase.~~Trust ~~However~~Account, or (ii) as to any claims for ~~purposes~~indemnification ofby ~~calculating~~the underwriters. In the ~~excise~~event ~~tax,~~that ~~repurchasing~~an ~~corporations~~executed ~~are~~waiver ~~permitted~~is deemed to ~~net~~be unenforceable, the Sponsor will not be ~~fair~~responsible ~~market~~to ~~value~~the extent of ~~certain~~any ~~new~~liability ~~stock~~for ~~issuances~~such ~~against~~third-party ~~the~~claims. ~~fair~~The ~~market~~Company ~~value~~will ofseek ~~stock~~to ~~repurchases~~reduce ~~during~~ the ~~same~~possibility ~~taxable~~that ~~year.~~the ~~In addition,~~Sponsor ~~certain~~will ~~exceptions~~have ~~apply~~ to indemnify the ~~excise~~Trust ~~tax.~~Account ~~The~~due ~~U.S.~~to ~~Department~~claims of ~~the~~creditors ~~Treasury~~by endeavoring to have all vendors, service providers (except the Company’s ~~“Treasury”)~~independent ~~has~~registered ~~been~~public ~~given~~accounting ~~authority to~~firm), ~~provide~~prospective ~~regulations~~target ~~and~~businesses or other ~~guidance~~entities towith ~~carry~~which ~~out~~the ~~and~~Company does ~~prevent~~business, execute agreements with the ~~abuse~~Company waiving any right, title, interest or ~~avoidance~~claim of ~~the~~any ~~excise~~kind ~~tax~~in or to monies held in the Trust Account.

~~Any redemption or other repurchase that occurs~~Risks ~~after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether~~ and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.Uncertainties

~~Going~~Management continues ~~Concern~~to evaluate the impact of the COVID-19 pandemic on the industry, the geopolitical conditions resulting from the invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and the status of debt and equity markets, as well as protectionist legislation in our target markets, and has concluded that while it is reasonably possible that these factors could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

~~As of March 31, 2023, the Company had cash~~Inflation ofReduction ~~$226,355~~Act ~~in its operating bank accounts, $170,529,598~~ of cash and marketable securities held in the Trust Account to be used for an initial Business Combination or to repurchase or redeem stock in connection therewith and working capital deficit of $1,956,166, which excludes franchise taxes payable of $50,000 and income taxes payable of $655,096, of which such amount will be paid from interest earned on the Trust Account. As of March 31, 2023, $3,879,598 of the amount on deposit in the Trust Account represented interest income that is available to pay the Company’s tax obligations.2022

~~The~~On August ~~Company~~16, ~~may~~2022, ~~raise~~the ~~additional~~Inflation ~~capital through~~Reduction ~~loans~~Act orof ~~additional~~2022 ~~investments~~(the ~~from~~“IR ~~the~~Act”) ~~Sponsor~~was orsigned ~~its~~into ~~stockholders,~~federal ~~officers,~~law. ~~directors,~~The orIR ~~third~~Act ~~parties.~~provides ~~The~~for, ~~Company’s~~among ~~officers~~other ~~and directors~~things, ~~the~~a ~~Sponsor~~new orU.S. ~~their~~federal ~~affiliates~~1% ~~may~~excise ~~but~~tax ~~are~~on ~~not~~certain ~~obligated~~repurchases toof ~~loan~~stock ~~the~~by ~~Company~~publicly ~~funds~~traded ~~(see Note~~U.S. ~~5),~~domestic ~~from~~corporations ~~time~~and certain toU.S. ~~time,~~domestic insubsidiaries ~~whatever~~of ~~amount~~publicly ~~they~~traded ~~deem~~foreign ~~reasonable~~corporations inoccurring ~~their~~on ~~sole~~or ~~discretion,~~after toJanuary ~~meet~~1, ~~the~~2023. ~~Company’s~~The ~~working capital~~excise ~~needs.~~tax ~~Based~~is imposed on the ~~foregoing~~repurchasing corporation itself, ~~the~~not ~~Company~~its ~~believes~~shareholders itfrom ~~will~~which ~~not~~shares ~~have~~are ~~sufficient~~repurchased. ~~cash~~The toamount ~~meet~~of ~~its~~the ~~needs~~excise ~~through~~tax ~~the~~is ~~earlier~~generally 1% of ~~consummation~~the offair amarket ~~Business~~value ~~Combination~~of orthe ~~October 13,~~shares ~~2023,~~repurchased at the ~~deadline~~time toof ~~complete~~the arepurchase. ~~Business~~However, ~~Combination~~for ~~pursuant~~purposes toof calculating the excise ~~Company’s~~tax, ~~Amended~~repurchasing ~~and~~corporations ~~Restated~~are ~~Certificate~~permitted ofto ~~Incorporation~~net ~~(unless~~the ~~otherwise~~fair ~~amended~~market byvalue ~~stockholders).~~of Ifcertain new stock issuances against the ~~Company’s~~fair market value ~~stockholders~~of ~~approve~~stock anrepurchases ~~extension~~during the same taxable year. In addition, certain exceptions apply to the ~~mandatory~~excise ~~liquidation~~tax. ~~date~~The ~~beyond~~U.S. ~~October~~Department ~~13,~~of ~~2023,~~the Treasury (the ~~Company~~“Treasury”) ~~will~~has ~~require~~been ~~additional capital~~given ~~support~~authority ifto itprovide ~~does~~regulations ~~not~~and ~~have~~other ~~adequate~~guidance ~~cash~~to ~~through~~carry ~~such~~out ~~extended~~and ~~date~~prevent the abuse or avoidance of the excise tax.

IfOn ~~the~~April ~~Company~~4, ~~does~~2023, ~~not~~in ~~consummate~~connection anwith ~~initial~~the implementation ~~Business~~of ~~Combination~~the Extension, orthe ~~seek~~Company’s anpublic ~~extension,~~stockholders byelected ~~October~~to ~~13,~~redeem ~~2023~~11,584,852 ~~there~~Public ~~will~~Shares befor a ~~mandatory~~total ~~liquidation and subsequent dissolution~~ of ~~the Company~~$119,387,173. InAs ~~connection with~~ such the Company’s ~~assessment~~has ofrecorded ~~going~~a ~~concern~~1% ~~considerations~~excise intax ~~accordance~~liability ~~with~~in ~~FASB~~the ~~ASC~~amount ~~Topic 205-40, “Presentation~~ of ~~Financial Statements - Going Concern~~$1,”193,872 ~~management~~on ~~has determined that~~ the ~~liquidity~~Company’s ~~condition~~condensed ~~due~~balance tosheets ~~insufficient~~as ~~working~~of ~~capital~~June ~~and mandatory liquidation~~30, ~~should~~2023. anThe ~~initial~~liability ~~Business~~does ~~Combination~~ not ~~occur,~~impact ~~and potential subsequent dissolution raises substantial doubt about~~ the Company’s ~~ability~~condensed tostatements ~~continue~~of asoperations aand ~~going~~is ~~concern~~offset ~~for~~against atadditional ~~least~~paid-in capital ~~one~~or ~~year~~accumulated ~~from~~deficit ~~the~~if ~~date~~additional ~~that~~paid-in ~~these~~capital ~~financial~~is ~~statements~~not ~~are issued~~available. NoThis ~~adjustments~~excise ~~have~~tax ~~been~~liability ~~made~~can tobe ~~the~~offset ~~carrying~~by ~~amounts~~future ofshare issuances ~~assets~~within orthe ~~liabilities~~same ~~should~~fiscal ~~the~~year ~~Company~~which will be ~~required~~evaluated toand ~~liquidate~~adjusted ~~after October~~in ~~13,~~the ~~2023.~~period ~~The~~in ~~financial~~which ~~statements~~the doissuances ~~not~~occur. ~~include~~Should ~~any~~the ~~adjustment~~Company liquidate ~~that~~prior ~~might~~to beDecember ~~necessary~~31, if2023, the ~~Company~~excise istax ~~unable~~liability towill ~~continue as~~not abe ~~going concern~~due.

SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II NOTES TO CONDENSED FINANCIAL STATEMENTS ~~MARCH~~JUNE 3130, 2023 (Unaudited)

~~NOTE~~Any redemption 2or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. ~~SUMMARY~~Whether OFand ~~SIGNIFICANT~~to ~~ACCOUNTING~~what ~~POLICIES~~extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

~~Basis of Presentation~~Going Concern

~~The~~As ~~accompanying~~of ~~unaudited~~June ~~condensed~~30, ~~financial statements~~2023, ~~have~~the ~~been~~Company ~~prepared~~had incash ~~accordance~~of ~~with~~$553,847 in ~~accounting~~its ~~principles~~operating ~~generally~~bank ~~accepted~~accounts, in$51,589,642 ~~the United States~~ of ~~America~~cash ~~(“GAAP”) for~~and ~~interim~~marketable ~~financial~~securities ~~information~~held ~~and~~ in ~~accordance with~~ the ~~instructions~~Trust Account to ~~Form~~be ~~10-Q~~used ~~and~~for ~~Article~~an 8initial ~~of Regulation S-X of the SEC. Certain~~Business ~~information~~Combination or ~~footnote~~to ~~disclosures~~repurchase ~~normally~~or ~~included~~redeem stock in ~~financial~~connection ~~statements~~therewith ~~prepared~~and ina ~~accordance~~working ~~with~~capital ~~GAAP~~deficit ~~have~~of ~~been condensed or omitted~~$3,710,282, ~~pursuant~~which toexcludes ~~the~~franchise taxes ~~rules~~payable ~~and regulations~~ of ~~the~~$20,000 ~~SEC~~and ~~for~~income ~~interim~~taxes ~~financial~~payable ~~reporting.~~of ~~Accordingly~~$777,384, ~~they~~of dowhich ~~not~~such ~~include~~amount ~~all~~is ~~the~~expected ~~information and~~to ~~footnotes~~be ~~necessary~~paid ~~for~~from ainterest ~~complete~~earned ~~presentation~~on ofthe Trust ~~financial~~Account ~~position,~~as ~~results~~well ofas ~~operations~~$629,504 ornot ~~cash~~yet ~~flows.~~remitted Inby the ~~opinion~~Company offor ~~management, the~~income ~~accompanying~~taxes. ~~unaudited~~As ~~condensed~~of ~~financial~~June ~~statements~~30, ~~include~~2023, ~~all adjustments~~$1,526,647 ~~consisting~~ of athe ~~normal~~amount ~~recurring~~on ~~nature, which are~~deposit ~~necessary~~in ~~for~~the aTrust ~~fair~~Account ~~presentation~~represented ofinterest ~~the~~income ~~financial~~that ~~position,~~is ~~operating~~available ~~results~~to ~~and~~pay ~~cash flows for~~ the ~~periods~~Company’s ~~presented~~tax obligations.

The Company ~~accompanying~~may ~~unaudited~~raise ~~condensed~~additional ~~financial statements~~capital ~~should~~through beloans ~~read~~or inadditional ~~conjunction~~investments ~~with~~from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s ~~Annual~~officers ~~Report~~and ondirectors, ~~Form~~the ~~10-K~~Sponsor ~~for~~or their affiliates may but are not obligated to loan the ~~fiscal~~Company funds ~~year~~(see ~~ended~~Note ~~December~~5), 31from time to time, ~~2022~~in whatever amount they deem reasonable in their sole discretion, as ~~filed~~to ~~with~~meet the ~~SEC~~Company’s working capital needs. Based on ~~February~~the 27foregoing, ~~2023.~~the ~~The~~Company ~~interim~~believes ~~results~~it ~~for~~will not have sufficient cash to meet its needs through the ~~three~~earlier of ~~months~~consummation ~~ended~~of ~~March~~a 31Business Combination or October 13, 2023, ~~are~~the ~~not~~deadline ~~necessarily~~to ~~indicative~~complete a Business Combination pursuant to the Company’s Amended and Restated Certificate of Incorporation (unless otherwise amended by stockholders). If the ~~results~~Company’s tostockholders beapprove an ~~expected~~extension ~~for~~to the ~~period~~mandatory ~~ending~~liquidation ~~December~~date 31beyond October 13, 2023, orthe ~~for~~Company ~~any~~will ~~future~~require ~~periods~~additional capital support if it does not have adequate cash through such extended date.

~~Emerging~~If the ~~Growth~~Company does not consummate an initial Business Combination, or seek an extension, by October 13, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the liquidity condition due to insufficient working capital and mandatory liquidation, should an initial Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 13, 2023. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.8

~~Further, Section 102(b)(1) of the JOBS Act exempts~~SCHULTZE ~~emerging~~SPECIAL ~~growth~~PURPOSE ~~companies~~ACQUISITION from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standardsCORP. ~~The JOBS Act provides that a company~~II ~~can~~NOTES ~~elect~~TO toCONDENSED ~~opt~~FINANCIAL ~~out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but~~STATEMENTS ~~any~~JUNE ~~such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period~~30, ~~which means that~~2023 when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.(Unaudited)

~~Use~~NOTE 2. ofSUMMARY ~~Estimates~~OF SIGNIFICANT ACCOUNTING POLICIES

~~The preparation of condensed financial statements~~Basis ~~in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period.~~Presentation

~~Making~~The accompanying ~~estimates~~unaudited ~~requires~~condensed ~~management~~financial tostatements ~~exercise significant~~have ~~judgment.~~been Itprepared isin ataccordance ~~least~~with ~~reasonably~~accounting ~~possible~~principles ~~that~~generally accepted in the ~~estimate~~United States of America (“GAAP”) for interim financial information and in accordance with the ~~effect~~instructions to Form 10-Q and Article 8 of aRegulation ~~condition,~~S-X ~~situation~~of the SEC. Certain information or ~~set~~footnote ofdisclosures ~~circumstances~~normally included in financial statements ~~that~~prepared ~~existed~~in ataccordance with GAAP have been condensed or omitted, pursuant to the ~~date~~rules and regulations of the SEC for interim financial reporting. ~~statements~~Accordingly, ~~which~~they ~~management~~do ~~considered~~not ininclude ~~formulating~~all ~~its~~the ~~estimate~~information and footnotes necessary for a complete presentation of financial position, results ~~could~~of ~~change~~operations, inor cash flows. In the ~~near term~~opinion ~~due~~of tomanagement, ~~one~~the oraccompanying ~~more~~unaudited ~~future~~condensed ~~confirming~~financial ~~events.~~statements ~~Accordingly~~include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the ~~actual~~financial position, operating results ~~could~~and ~~differ~~cash ~~significantly~~flows ~~from~~for ~~those~~the ~~estimates~~periods presented.

~~Cash~~The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on February 27, 2023. The interim results for the three and ~~Cash~~six ~~Equivalents~~months ended June 30, 2023 are not necessarily indicative of the results to be expected for the period ending December 31, 2023 or for any future periods.

~~The Company considers all short-term investments~~Emerging ~~with~~Growth ~~an original maturity of three months or less when purchased to be cash equivalents. The~~ Company ~~did not have any cash equivalents as of March 31, 2023 and December 31, 2022.~~

~~Marketable~~The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities ~~Held~~Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in ~~Trust~~its ~~Account~~periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

AtFurther, Section ~~March~~102(b)(1) ~~31,~~of ~~2023~~the ~~and~~JOBS ~~December~~Act ~~31,~~exempts ~~2022~~emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, ~~substantially~~those that have not had a Securities Act registration statement declared effective or do ~~all~~not have a class of securities registered under the ~~assets~~Exchange ~~held~~Act) inare required to comply with the ~~Trust~~new ~~Account~~or ~~were~~revised ~~held~~financial inaccounting standards. ~~money~~The ~~market~~JOBS ~~funds~~Act provides that ~~invest~~a incompany ~~U.S.~~can ~~Treasury~~elect ~~Securities~~to opt out of the extended transition period and ~~U.S.~~comply ~~Treasury~~with the requirements ~~Bills,~~that ~~respectively~~apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company ~~accounts~~has ~~for~~elected ~~its~~not ~~marketable~~to ~~securities~~opt asout ~~Trading~~of such ~~Securities~~extended ~~under~~transition ~~ASC 320~~period, ~~where~~which ~~securities~~means ~~are~~that ~~presented at~~when ~~fair~~a ~~value~~standard onis ~~the~~issued ~~balance~~or ~~sheets~~revised and ~~with~~it ~~unrealized~~has ~~gains~~different application dates for public or ~~losses~~private companies, ifthe ~~any~~Company, ~~presented~~as onan emerging growth company, can adopt the ~~statements~~new ofor ~~operations.~~revised ~~From~~standard ~~inception~~at the time private companies ~~through~~adopt ~~March~~the ~~31,~~new ~~2023,~~or revised standard. This may make comparison of the Company’s ~~withdrew~~financial anstatements ~~aggregate~~with ofanother ~~$576~~public company,~~879~~ which ofis ~~interest~~neither ~~earned~~an onemerging ~~the~~growth ~~Trust~~company ~~Account~~nor toan ~~pay~~emerging ~~its~~growth ~~franchise~~company ~~and~~which has opted out of using the extended transition period ~~income~~difficult ~~taxes~~or impossible because of the potential differences in accounting standards used.

8Use of Estimates

~~SCHULTZE~~The preparation ~~SPECIAL~~of ~~PURPOSE~~condensed ~~ACQUISITION~~financial ~~CORP.~~statements ~~II NOTES~~in TOconformity ~~CONDENSED~~with ~~FINANCIAL~~GAAP ~~STATEMENTS~~requires management to make estimates and assumptions that affect ~~MARCH~~the ~~31,~~reported ~~2023~~amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements ~~(Unaudited)~~and the reported amounts of income and expenses during the reporting period.

~~Offering~~Making estimates ~~Costs~~requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

~~Offering costs consist of underwriting, legal,~~Cash ~~accounting~~ and ~~other~~Cash expenses incurred through the balance sheets date that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $15,892,398 were charged to additional paid-in capital upon the completion of the Initial Public Offering. Equivalents

~~Class A~~The Company ~~Common~~considers ~~Stock~~all ~~Subject~~short-term investments with an original maturity of three months or less when purchased to ~~Possible~~be cash equivalents. ~~Redemption~~The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.

~~The Company accounts for its Class A common stock~~Marketable ~~subject~~Securities toHeld ~~possible redemption~~ in ~~accordance~~Trust with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on March 31, 2023 and December 31, 2022, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.Account

~~The~~At June ~~Company~~30, ~~recognizes~~2023 ~~changes~~and December 31, 2022, substantially all of the assets held in the ~~redemption value~~Trust ~~immediately~~Account aswere ~~they~~held ~~occur~~in money market funds that invest in U.S. Treasury Securities and ~~adjusts~~U.S. ~~the~~Treasury ~~carrying~~Bills, ~~value~~respectively. ofThe ~~redeemable~~Company ~~common~~accounts ~~stock~~for toits ~~equal~~marketable ~~the~~securities ~~redemption~~as ~~value~~Trading Securities under ASC 320, where securities are presented at fair value on the ~~end~~balance ofsheets and with unrealized gains or losses, if any, presented ~~each~~on ~~reporting~~the ~~period~~statements of operations. ~~Increases~~From orinception ~~decreases~~through inJune 30, 2023, the ~~carrying~~Company ~~amount~~withdrew an aggregate of ~~redeemable~~$1,315,313 ~~common~~of ~~stock~~interest ~~are~~earned on ~~affected~~the byTrust ~~charges~~Account ~~against~~to ~~additional paid-in~~pay ~~capital~~its franchise and ~~accumulated~~income ~~deficit~~taxes and $119,387,173 was withdrawn in connection with the Redemption.

~~At March 31, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table:~~9

Class A common stock subject to possible redemption at January 1, 2022	$	165,650,000
Plus:
Remeasurement adjustment of Class A common stock to redemption value		2,112,109
Class A common stock subject to possible redemption at December 31, 2022		168,762,109
Plus:
Remeasurement adjustment of Class A common stock to redemption value		1,062,393
Class A common stock subject to possible redemption at March 31, 2023	$	169,824,502

SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
(Unaudited)

~~Warrant Classification~~Offering Costs

~~The~~Offering costs ~~Company~~consist ~~accounts~~of ~~for~~underwriting, ~~warrants~~legal, asaccounting ~~either~~and ~~equity-classified or~~other ~~liability-classified~~expenses ~~instruments~~incurred ~~based~~through ~~on an assessment of~~ the ~~warrant’s~~balance ~~specific~~sheets ~~terms~~date ~~and~~that ~~applicable~~are ~~authoritative~~directly ~~guidance~~related into ~~ASC~~the ~~480~~Initial ~~and~~Public ~~ASC Topic 815, “Derivatives and Hedging” (“ASC 815”)~~Offering. ~~The~~Offering ~~assessment~~costs ~~considers~~are ~~whether~~allocated to the ~~warrants are~~separable ~~freestanding~~ financial instruments ~~pursuant~~issued toin ~~ASC~~the ~~480,~~Initial ~~meet~~Public ~~the~~Offering based ~~definition~~on of a ~~liability~~relative ~~pursuant~~fair tovalue ~~ASC 480~~basis, ~~and~~compared ~~whether~~to ~~the~~total ~~warrants meet~~proceeds ~~all~~received. ofOffering ~~the~~costs ~~requirements~~associated ~~for~~with ~~equity~~the ~~classification~~Class ~~under~~A ~~ASC~~common ~~815,~~stock ~~including~~issued were ~~whether~~initially ~~the~~charged ~~warrants~~to ~~are~~temporary ~~indexed~~equity toand ~~the~~then ~~Company’s own~~accreted to common stock, ~~among~~subject ~~other~~to ~~conditions~~redemption ~~for~~upon ~~equity classification. This assessment, which requires~~ the ~~use~~completion of ~~professional~~the ~~judgment,~~Initial isPublic ~~conducted~~Offering. atOffering ~~the~~costs ~~time~~amounted ofto ~~warrant~~$15,892,398 ~~issuance~~were ~~and~~charged asto ofadditional ~~each~~paid-in ~~subsequent~~capital ~~quarterly~~upon ~~period~~the ~~end~~completion ~~date~~of ~~while~~ the ~~warrants~~Initial Public ~~are outstanding~~Offering.

~~For issued or modified warrants that meet all~~Class A ofCommon ~~the~~Stock ~~criteria~~Subject ~~for equity classification, the warrants are required~~ to bePossible recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance. The fair value of the warrants are remeasured at each balance sheet date with the change in the estimated fair value of the warrants recognized as a non-cash gain or loss on the statements of operations. The Company has analyzed the Public Warrants (as defined in Note 3) and Private Placement Warrants and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480.Redemption

~~Income~~The Company ~~Taxes~~accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on June 30, 2023 and December 31, 2022, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

The Company ~~complies~~recognizes ~~with~~changes in the ~~accounting~~redemption ~~and~~value ~~reporting requirements~~immediately ofas ~~ASC~~they ~~Topic~~occur ~~740,~~and ~~“Income~~adjusts ~~Taxes,”~~the ~~which~~carrying ~~requires~~value anof ~~asset~~redeemable ~~and~~common ~~liability approach~~ stock to ~~financial~~equal ~~accounting~~the ~~and reporting~~redemption ~~for~~value ~~income~~at ~~taxes. Deferred income tax assets and liabilities are computed for differences between~~ the ~~financial~~end ~~statement and tax bases~~ of ~~assets~~each ~~and~~reporting ~~liabilities~~period. ~~that~~Increases ~~will result in future taxable~~ or ~~deductible~~decreases ~~amounts, based on enacted tax laws and rates applicable to the periods~~ in ~~which~~ the ~~differences~~carrying ~~are~~amount ~~expected~~of toredeemable ~~affect~~common stock ~~taxable income. Valuation allowances~~ are ~~established,~~affected ~~when~~by ~~necessary,~~charges ~~to reduce~~against ~~deferred~~additional ~~tax~~paid-in ~~assets~~capital toand ~~the~~accumulated ~~amount expected to be realized~~deficit.

9At June 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table:

SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II NOTES TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited)


Class A common stock subject to possible redemption at January 1, 2022	$	165,650,000
Plus:
Remeasurement adjustment of Class A common stock to redemption value		2,112,109
Class A common stock subject to possible redemption at December 31, 2022		168,762,109
Less:
Redemption of Class A common stock subject to possible redemption		(119,387,173	)
Plus:
Remeasurement adjustment of Class A common stock to redemption value		2,046,826
Class A common stock subject to possible redemption at June 30, 2023	$	51,421,762

~~ASC Topic 740 prescribes a recognition threshold~~Warrant and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.Classification

AsThe Company ofaccounts ~~March~~for ~~31,~~warrants ~~2023~~as either equity-classified or liability-classified instruments based on an assessment of the ~~Company~~warrant’s ~~deferred~~specific ~~tax~~terms ~~asset~~and ~~had~~applicable aauthoritative ~~full~~guidance ~~valuation~~in ~~allowance~~ASC ~~recorded~~480 ~~against~~and ~~it.~~ASC AsTopic of815, ~~December~~“Derivatives ~~31,~~and ~~2022,~~Hedging” (“ASC 815”). The assessment considers whether the ~~Company~~warrants ~~had~~are afreestanding ~~net~~financial ~~deferred~~instruments ~~tax liability~~pursuant ofto ~~$293~~ASC 480,~~564.~~ ~~Our~~meet ~~effective~~the ~~tax~~definition of ~~rate~~a ~~was~~liability ~~32.7%~~pursuant ~~and~~to ~~0.0%~~ASC ~~for~~480, and whether the ~~three~~warrants ~~months~~meet ~~ended~~all ~~March~~of ~~31,~~the ~~2023~~requirements ~~and~~for ~~2022~~equity classification under ASC 815, ~~respectively.~~including ~~The~~whether ~~effective~~the ~~tax~~warrants ~~rate~~are ~~differs~~indexed ~~from~~to the ~~statutory~~Company’s ~~tax~~own ~~rate~~common ofstock, ~~21.0%~~among ~~for~~other ~~the~~conditions ~~three~~for ~~months~~equity ~~ended~~classification. ~~March~~This 31assessment, which ~~2023~~requires ~~and~~the ~~2022~~use of professional judgment, ~~due~~is ~~to changes~~conducted inat the ~~valuation~~time ~~allowance~~of onwarrant issuance and as of each subsequent quarterly period end date while the ~~deferred~~warrants ~~tax~~are ~~assets~~outstanding.

~~Share~~For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-~~Based~~in ~~Payment~~capital ~~Arrangements~~at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance. The fair value of the warrants are remeasured at each balance sheet date with the change in the estimated fair value of the warrants recognized as a non-cash gain or loss on the statements of operations. The Company has analyzed the Public Warrants (as defined in Note 3) and Private Placement Warrants and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480.

The Company accounts for share-based payments in accordance with FASB ASC Topic 718, “Compensation - Stock Compensation,” (“ASC 718”) which requires that all equity awards be accounted for at their “fair value.” The Company measures and recognizes compensation expense for all share-based payments on their estimated fair values measured as of the grant date. These costs are recognized as an expense in the Statements of Operations upon vesting, once the applicable performance conditions are met, with an offsetting increase to additional paid-in capital. Forfeitures are recognized as they occur.10

~~Net~~SCHULTZE SPECIAL ~~Income~~PURPOSE ~~(Loss)~~ACQUISITION ~~per~~CORP. ~~Common~~II NOTES ~~Share~~TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2023 (Unaudited)

~~The Company complies with accounting and disclosure~~Income requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Subsequent measurement of the redeemable shares of Class A common stock are excluded from income (loss) per common share as the redemption value approximates fair value.Taxes

The Company ~~calculates~~complies ~~its~~with ~~earnings~~the ~~per~~accounting ~~share by~~and ~~allocating~~reporting ~~net~~requirements ~~income~~of ~~(loss)~~ASC ~~pro~~Topic ~~rata~~740, to“Income ~~shares~~Taxes,” ofwhich ~~Class~~requires Aan asset and ~~Class~~liability Bapproach ~~common~~to ~~stock~~financial accounting and reporting for income taxes. ~~This~~Deferred ~~presentation~~income ~~contemplates~~tax aassets ~~Business~~and ~~Combination~~liabilities are computed asfor differences between the ~~most~~financial ~~likely~~statement ~~outcome,~~and tax bases of assets and liabilities that will result in ~~which~~future ~~case~~taxable or deductible amounts, ~~both~~based ~~classes~~on ofenacted ~~common~~tax ~~stock~~laws ~~share~~and ~~pro~~rates ~~rata~~applicable to the periods in which the differences are expected to affect taxable income. Valuation ~~(losses)~~allowances ofare established, when necessary, to reduce deferred tax assets to the ~~Company~~amount expected to be realized.

~~The~~ASC Topic ~~calculation~~740 ofprescribes ~~diluted~~a ~~income~~recognition ~~(loss)~~threshold ~~per~~and ~~share~~a ofmeasurement ~~common~~attribute ~~stock does~~for ~~not~~the ~~consider~~financial ~~the~~statement ~~effect~~recognition and measurement of ~~the~~tax positions ~~warrants~~taken ~~issued~~or expected to be taken in ~~connection~~a ~~with~~tax ~~the~~return. ~~(i) Initial~~For ~~Public~~those ~~Offering,~~benefits ~~and~~to ~~(ii) the~~be ~~private placement~~recognized, ~~since~~a ~~the~~tax ~~exercise~~position ofmust ~~the~~be ~~warrants~~more-likely-than-not to isbe ~~contingent~~sustained upon ~~the~~examination ~~occurrence~~by oftaxing ~~future events~~authorities. The ~~warrants~~Company ~~are~~recognizes ~~exercisable~~accrued interest and penalties related to ~~purchase 14~~unrecognized tax benefits,~~825~~ if any,~~000~~ as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties ~~shares~~as of ~~Class A~~June ~~common~~30, ~~stock~~2023 inand ~~the~~December ~~aggregate~~31, 2022. AsThe aCompany is currently not aware of any issues under review that could result in significant payments, ~~diluted~~accruals ~~net~~or ~~loss~~material ~~per~~deviation ~~common~~from ~~share~~its isposition. ~~the~~The ~~same~~Company asis ~~basic~~subject ~~net~~to income ~~(loss) per~~tax ~~common~~examinations ~~share~~by ~~for~~major ~~the~~taxing ~~period~~authorities since ~~presented~~inception.

~~The~~As of ~~following~~June ~~table~~30, ~~reflects~~2023 the ~~calculation~~Company’s deferred tax asset had a full valuation allowance recorded against it. As of December 31, 2022, ~~basic~~the ~~and~~Company ~~diluted~~had a net ~~income~~deferred ~~(loss)~~tax ~~per~~liability ~~common~~of ~~share~~$293,564. ~~(in~~Our ~~dollars~~effective tax rate was 26.28% and 0.0% for the three months ended June 30, ~~except~~2023 ~~per~~and ~~share~~2022, ~~amounts):~~respectively, and 30.47% and 0.0% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21.0% for the three and six months ended June 30, 2023 and 2022, due to changes in the valuation allowance on the deferred tax assets.

	For the Three Months Ended March 31,
	2023				2022
	Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss), as adjusted	$	595,622	$	148,905	$	(302,497	)	$	(75,624	)
Denominator:
Basic and diluted weighted average common share outstanding		16,500,000		4,125,000		16,500,000			4,125,000
Basic and diluted net income (loss) per common share	$	0.04	$	0.04	$	(0.02	)	$	(0.02	)

Share-Based Payment Arrangements

~~Concentration~~The Company accounts for share-based payments in accordance with FASB ASC Topic 718, “Compensation - Stock Compensation,” (“ASC 718”) which requires that all equity awards be accounted for at their “fair value.” The Company measures and recognizes compensation expense for all share-based payments on their estimated fair values measured as of ~~Credit~~the ~~Risk~~grant date. These costs are recognized as an expense in the Statements of Operations upon vesting, once the applicable performance conditions are met, with an offsetting increase to additional paid-in capital. Forfeitures are recognized as they occur.

~~Financial instruments that potentially subject~~Net ~~the~~Income ~~Company~~(Loss) toper ~~concentrations~~Common of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts.Share

10The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Subsequent measurement of the redeemable shares of Class A common stock are excluded from income (loss) per shares of common stock as the redemption value approximates fair value.

~~SCHULTZE~~The Company ~~SPECIAL~~calculates ~~PURPOSE~~its ~~ACQUISITION~~earnings ~~CORP~~per share by allocating net income (loss) pro rata to shares of Class A and Class B common stock. II This ~~NOTES~~presentation TOcontemplates ~~CONDENSED~~a ~~FINANCIAL~~Business ~~STATEMENTS MARCH~~Combination 31as the most likely outcome, ~~2023~~in which case, both classes of common stock share pro rata in the income (~~Unaudited~~losses) of the Company.

~~Fair~~The calculation ~~value~~of diluted income (loss) per share of ~~Financial~~common ~~Instruments~~stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 14,825,000 shares of Class A common stock in the aggregate. As a result, diluted net loss per share of common stock is the same as basic net income (loss) per share of common stock for the period presented.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed balance sheets, primarily due to their short-term nature.11

~~Fair~~SCHULTZE SPECIAL ~~Value~~PURPOSE ~~Measurements~~ACQUISITION CORP. II NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2023 (Unaudited)

~~Fair~~The following ~~value~~table isreflects ~~defined as~~ the ~~price~~calculation ~~that~~of ~~would be~~basic ~~received~~and ~~for~~diluted ~~sale~~net ofincome an(loss) ~~asset~~per orshare ~~paid for transfer~~ of acommon ~~liability,~~stock (in ~~an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy~~dollars, ~~which~~except ~~prioritizes~~per ~~the inputs used in measuring fair value. The hierarchy gives~~share ~~the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements~~amounts) ~~and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include~~:

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

	For the Three Months Ended June 30, 2023
	Redeemable		Non-redeemable
	Class A		Class A		Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income, as adjusted	$	258,613	$	147,381	$	18,195
Denominator:
Basic and diluted weighted average shares of common stock outstanding		6,442,821		3,671,703		453,297
Basic and diluted net income per share of common stock	$	0.04	$	0.04	$	0.04

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

	For the Six Months Ended June 30, 2023
	Redeemable		Non-redeemable
	Class A		Class A		Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income, as adjusted	$	859,058	$	138,576	$	171,082
Denominator:
Basic and diluted weighted average shares of common stock outstanding		11,443,628		1,845,994		2,279,006
Basic and diluted net income per common share	$	0.08	$	0.08	$	0.08

Recent Accounting Standards

	For the Three Months Ended June 30, 2022
	Redeemable			Non-redeemable
	Class A			Class A		Class B
Basic and diluted net loss per common share
Numerator:
Allocation of net loss, as adjusted	$	(1,391,395	)	$	—	$	(347,849	)
Denominator:
Basic and diluted weighted average common share outstanding		16,500,000			—		4,125,000
Basic and diluted net loss per common share	$	(0.08	)	$	—	$	(0.08	)

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

	For the Six Months Ended June 30, 2022
	Redeemable			Non-redeemable
	Class A			Class A		Class B
Basic and diluted net loss per common share
Numerator:
Allocation of net loss, as adjusted	$	(1,693,892	)	$	—	$	(423,473	)
Denominator:
Basic and diluted weighted average common share outstanding		16,500,000			—		4,125,000
Basic and diluted net loss per common share	$	(0.10	)	$	—	$	(0.10	)

~~NOTE~~Concentration of 3.Credit ~~PUBLIC OFFERING~~Risk

~~Pursuant~~Financial instruments tothat ~~the~~potentially ~~Initial~~subject ~~Public Offering,~~ the Company ~~sold~~ ~~16,500,000 Units at a purchase price of $10.00 per Unit, including 1,500,000 additional Units pursuant~~ to ~~the~~concentrations ~~underwriters’ partial exercise~~ of ~~their~~credit ~~over-allotment~~risk ~~option.~~consist ~~Each Unit consists~~ of ~~one~~a ~~share~~cash ofaccount ~~the~~in ~~Company’s~~a ~~Class~~financial ~~A common stock and one-half~~institution, ofwhich, ~~one~~at ~~redeemable~~times, ~~warrant~~may ~~(“Public~~exceed ~~Warrant”). Each Public Warrant entitles~~ the ~~holder~~Federal toDepository ~~purchase~~Insurance ~~one~~Corporation ~~share~~coverage oflimit ~~Class A common stock at an exercise price~~ of $11250,000.50 ~~per whole share (see Note 7).~~ The ~~fair~~Company ~~value~~has ~~attributable~~not ~~to the unexercised portion of the over-allotment~~experienced ~~option~~losses ~~was~~on ~~deemed~~these ~~to be immaterial to the financial statements~~accounts.

~~NOTE 4. PRIVATE PLACEMENT~~12

~~Simultaneously with the closing of the Initial~~SCHULTZE ~~Public~~SPECIAL ~~Offering~~PURPOSE ~~and~~ACQUISITION ~~the closing of the partial exercise of the over-allotment option, the Sponsor and Stifel Venture purchased an aggregate of 6,575,000 Private Placement Warrants at a price of $1~~CORP.00 ~~per Private Placement Warrant, for an aggregate purchase price of $6,575,000,~~II inNOTES ~~private~~TO ~~placements.~~CONDENSED ~~Among~~FINANCIAL ~~the Private Placement Warrants, the Sponsor purchased an aggregate of 5,915,000 Private Placement Warrants~~STATEMENTS ~~and~~JUNE ~~Stifel Venture purchased an aggregate of 660~~30,~~000~~ ~~Private Placement Warrants. Each Private Placement Warrant is exercisable to purchase~~2023 ~~one share of Class A common stock at a price of $11.50 per share, subject to adjustment~~ (~~see Note 7~~Unaudited). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

11Fair value of Financial Instruments

~~SCHULTZE~~The fair ~~SPECIAL~~value ~~PURPOSE~~of ~~ACQUISITION~~the ~~CORP.~~Company’s ~~II NOTES~~assets TOand ~~CONDENSED~~liabilities, ~~FINANCIAL~~which ~~STATEMENTS~~qualify as financial instruments under ASC Topic 820, “Fair Value ~~MARCH~~Measurement,” 31approximates the carrying amounts represented in the accompanying unaudited condensed balance sheets, ~~2023~~primarily due ~~(Unaudited)~~to their short-term nature.

~~NOTE~~Fair Value ~~5. RELATED PARTY TRANSACTIONS~~Measurements

~~Founder~~Fair value ~~Shares~~is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

On● ~~January~~Level 151, ~~2021,~~defined ~~the~~as ~~Sponsor~~observable ~~purchased~~inputs ~~5,750,000 shares~~such ~~(the~~as ~~“Founder~~quoted ~~Shares”~~prices (unadjusted) offor ~~the~~identical ~~Company’s~~instruments ~~Class~~in Bactive ~~common~~markets; ~~stock~~● ~~for~~Level an2, ~~aggregate~~defined ~~price~~as ofinputs ~~$25,000.~~other ~~The~~than ~~Sponsor~~quoted ~~subsequently transferred~~prices ~~276,000~~in ~~Founder~~active ~~Shares~~markets tothat ~~Stifel~~are ~~Venture,~~either ~~subject~~directly toor ~~their~~indirectly ~~purchase~~observable ofsuch ~~the~~as ~~Private~~quoted ~~Placement~~prices ~~Warrants,~~for ~~and~~similar ~~therefore~~instruments ~~considered part~~in ofactive ~~their~~markets ~~purchase~~or ofquoted ~~the~~prices ~~Private~~for ~~Placement~~identical ~~Warrants~~or ~~(see~~similar ~~Note~~instruments ~~4),~~in ~~25,000~~markets ~~Founder~~that ~~Shares~~are tonot ~~each~~active; ofand ~~the~~● ~~Company’s~~Level ~~independent director~~3, ~~nominees~~defined ~~and~~as anunobservable ~~aggregate~~inputs ofin ~~50,000~~which ~~Founder~~little ~~Shares~~or tono ~~the~~market ~~Company’s~~data ~~strategic~~exists, ~~advisors~~therefore ~~(subject~~requiring an entity to ~~certain~~develop ~~performance conditions~~its ~~discussed~~own inassumptions, ~~Note~~such ~~8).~~as Invaluations ~~each~~derived ~~case,~~from ~~the~~valuation ~~aforementioned~~techniques ~~transfers~~in ~~were~~which atone ~~the~~or ~~same~~more ~~price~~significant ~~originally~~inputs ~~paid~~or ~~for~~significant ~~such~~value ~~shares~~drivers are unobservable.

~~On each of July 27, 2021 and September 20, 2021,~~In ~~the~~some ~~Sponsor forfeited 718~~circumstances,~~750~~ ~~Founder Shares, resulting in there being 4,312,500 Founder Shares issued and outstanding. The Founder Shares included an aggregate of up to 562,500 shares subject to forfeiture by~~ the ~~initial~~inputs ~~stockholders~~used to ~~the~~measure ~~extent~~fair ~~that~~value ~~the~~might ~~underwriters’ over-allotment~~be ~~option~~categorized ~~was~~within ~~not~~different ~~exercised~~levels in full or in part, including up to 526,500 Founder Shares that were subject to forfeiture by the Sponsor and up to 36,000 Founder Shares that were subject to forfeiture by Stifel Venture, so that the initial stockholders would collectively own, on an as-converted basis, 20% of the ~~Company’s~~fair ~~issued~~value ~~and outstanding shares after the Initial Public Offering~~hierarchy. In Onthose ~~October 19~~instances, ~~2021,~~ the ~~underwriters~~fair ~~notified~~value ~~the~~measurement ~~Company~~is ofcategorized ~~their~~in ~~exercise~~its ofentirety ~~the over-allotment option~~ in ~~part and concurrent forfeiture of~~ the ~~remaining~~fair ~~portion~~value ofhierarchy ~~such~~based ~~option.~~on ~~As a result of~~ the ~~underwriters’~~lowest ~~election~~level ~~to partially exercise their over-allotment option~~input ~~and~~that ~~the~~is ~~forfeiture~~significant ofto the ~~remaining~~fair ~~portion~~value of such over-allotment option, an aggregate of 187,500 Founder Shares were forfeited, of which 12,000 Founder Shares were forfeited by Stifel Venture, and 375,000 Founder Shares are no longer subject to forfeiture, resulting in an aggregate of 4,125,000 Founder Shares outstanding thereaftermeasurement.

~~The Company’s initial stockholders have~~Recent ~~agreed,~~Accounting subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.Standards

OfManagement does ~~the~~not ~~aggregate~~believe ~~16,500,000~~that ~~Units~~any ~~sold~~recently ~~in the Initial Public Offering~~issued, ~~14,857,500~~but ~~Units were purchased by certain qualified institutional buyers or institutional accredited investors that are~~ not ~~affiliated~~yet ~~with the Company~~effective, ~~the~~accounting ~~Sponsor~~standards, ~~the~~if ~~Company’s~~currently ~~directors or any member of the Company’s management team (the “anchor investors”). In connection with the closing of the Initial Public Offering~~adopted, ~~each~~would ~~anchor~~have ~~investor acquired from the Sponsor an indirect economic interest in certain Founder Shares (937,500 Founder Shares in the aggregate) at~~ a ~~purchase~~material ~~price of $0.10~~effect ~~per share. The Sponsor has agreed to distribute the Founder Shares to the anchor investors pro rata based~~ on ~~their indirect ownership interest in such Founder Shares after~~ the ~~completion of a Business Combination. The~~ Company’s ~~estimated~~condensed ~~the~~financial ~~aggregate fair value of the Founder Shares attributable to the anchor investors to be $6,275,625 or $6~~statements.69 per share. The excess of the fair value of the Founder Shares was determined to be a contribution to the Company from the founders in accordance with Staff Accounting Bulletin (“SAB”) Topic 5T and an offering cost in accordance with SAB Topic 5A. Accordingly, the offering cost were recorded against additional paid-in capital.

~~Administrative~~NOTE 3. ~~Services~~PUBLIC ~~Agreement~~OFFERING

~~The~~Pursuant to ~~Company~~the ~~entered~~Initial ~~into~~Public ~~an agreement~~Offering, ~~commencing on~~the ~~October~~Company 7,sold ~~2021~~16,500,000 ~~through~~Units ~~the~~at ~~earlier~~a purchase price of $10.00 per Unit, including 1,500,000 additional Units pursuant to the ~~Company~~underwriters’s ~~consummation~~partial exercise of atheir ~~Business~~over-allotment ~~Combination~~option. ~~and~~Each ~~its~~Unit ~~liquidation,~~consists toof ~~pay~~one share of the Company’s ~~Sponsor~~Class aA ~~total~~common ofstock upand toone-half ~~$25,000~~of ~~per~~one ~~month~~redeemable ~~for~~warrant ~~general~~(“Public ~~and~~Warrant”). ~~administrative~~Each ~~services,~~Public ~~including~~Warrant ~~office~~entitles ~~space,~~the ~~utilities~~holder ~~and administrative~~to ~~support.~~purchase ~~For~~one ~~each~~share of ~~the~~Class ~~three~~A ~~months~~common ~~ended~~stock ~~March~~at ~~31,~~an ~~2023~~exercise ~~and~~price ~~2022,~~of ~~the~~$11.50 ~~Company~~per ~~incurred~~whole ~~and~~share ~~paid~~(see ~~$75,000~~Note in7). ~~fees~~The ~~for~~fair ~~these~~value ~~services,~~attributable to ~~respectively.~~the Nounexercised ~~amounts~~portion ~~remain~~of ~~outstanding~~the asover-allotment ofoption ~~March~~was ~~31,~~deemed ~~2023~~to be immaterial to the financial statements.

~~Promissory~~NOTE 4. ~~Note~~PRIVATE ~~— Related Party~~PLACEMENT

OnSimultaneously with ~~January~~the ~~15,~~closing ~~2021,~~of the ~~Sponsor~~Initial ~~issued~~Public anOffering ~~unsecured promissory~~and ~~note~~the toclosing of the ~~Company~~partial (exercise of the ~~“Promissory~~over-allotment ~~Note”)~~option, ~~pursuant~~the toSponsor ~~which~~and Stifel ~~the~~Venture ~~Company~~purchased ~~could~~an ~~borrow~~aggregate upof to6,575,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate ~~principal amount~~purchase price of $~~250~~6,575,000, in private placements. ~~The~~Among ~~Promissory~~the ~~Note,~~Private asPlacement ~~subsequently~~Warrants, ~~amended~~the ~~and~~Sponsor ~~restated~~purchased onan ~~June~~aggregate of 305, ~~2021~~915,000 ~~was~~Private ~~non-interest~~Placement ~~bearing~~Warrants and ~~was~~Stifel ~~payable on~~Venture ~~the~~purchased ~~earlier~~an aggregate of ~~December 31~~660,000 ~~2021~~Private ~~and~~Placement ~~the~~Warrants. ~~consummation~~Each ofPrivate Placement ~~the~~Warrant ~~Initial~~is ~~Public~~exercisable ~~Offering.~~to ~~The~~purchase ~~outstanding~~one ~~balance~~share ~~under~~of ~~the~~Class ~~Promissory Note~~A common stock at a price of $8511.50 per share,~~000~~ ~~was~~subject ~~repaid~~to atadjustment (see ~~the~~Note ~~closing~~7). A portion of the ~~Initial~~proceeds ~~Public~~from ~~Offering~~the onPrivate ~~October~~Placement ~~13,~~Warrants ~~2021.~~were Onadded ~~April~~to ~~10,~~the ~~2023,~~proceeds from the ~~Sponsor~~Initial ~~issued~~Public anOffering ~~unsecured~~held ~~promissory~~in ~~note~~the toTrust Account. If the Company ~~(the~~does ~~“New~~not ~~Promissory~~complete ~~Note”),~~a ~~pursuant~~Business toCombination ~~which~~within the ~~Company~~Combination ~~could~~Period, ~~borrow~~the upproceeds tofrom anthe ~~aggregate~~sale ~~principal~~of ~~amount~~the ofPrivate ~~$840,000.~~Placement AsWarrants ofwill ~~May~~be 5,used ~~2023,~~to fund the ~~outstanding~~redemption ~~balance~~of the Public Shares (subject to the requirements of applicable law) and the ~~New~~Private ~~Promissory~~Placement ~~Note~~Warrants ~~was~~will ~~$140,000~~expire worthless.

~~Related Party Loans~~13

~~In order to finance transaction costs in connection~~SCHULTZE ~~with~~SPECIAL aPURPOSE ~~Business~~ACQUISITION Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”)CORP. ~~If the Company completes a~~II ~~Business~~NOTES ~~Combination,~~TO ~~the~~CONDENSED ~~Company~~FINANCIAL ~~would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.~~STATEMENTS ~~Otherwise,~~JUNE ~~the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close~~30, the Working Capital Loans would be forgiven. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2023 ~~and December 31, 2022, there were no Working Capital Loans outstanding.~~ (Unaudited)

12NOTE 5. RELATED PARTY TRANSACTIONS

~~SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II~~Founder ~~NOTES TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited)~~Shares

~~NOTE~~On January 615, 2021, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. ~~COMMITMENTS~~The Sponsor subsequently transferred 276,000 Founder Shares to Stifel Venture, subject to their purchase of the Private Placement Warrants, and therefore considered part of their purchase of the Private Placement Warrants (see Note 4), 25,000 Founder Shares to each of the Company’s independent director nominees and an aggregate of 50,000 Founder Shares to the Company’s strategic advisors (subject to certain performance conditions discussed in Note 8). In each case, the aforementioned transfers were at the same price originally paid for such shares.

~~Registration~~On each ~~Rights~~of July 27, 2021 and September 20, 2021, the Sponsor forfeited 718,750 Founder Shares, resulting in there being 4,312,500 Founder Shares issued and outstanding. The Founder Shares included an aggregate of up to 562,500 shares subject to forfeiture by the initial stockholders to the extent that the underwriters’ over-allotment option was not exercised in full or in part, including up to 526,500 Founder Shares that were subject to forfeiture by the Sponsor and up to 36,000 Founder Shares that were subject to forfeiture by Stifel Venture, so that the initial stockholders would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On October 19, 2021, the underwriters notified the Company of their exercise of the over-allotment option in part and concurrent forfeiture of the remaining portion of such option. As a result of the underwriters’ election to partially exercise their over-allotment option and the forfeiture of the remaining portion of such over-allotment option, an aggregate of 187,500 Founder Shares were forfeited, of which 12,000 Founder Shares were forfeited by Stifel Venture, and 375,000 Founder Shares are no longer subject to forfeiture, resulting in an aggregate of 4,125,000 Founder Shares outstanding thereafter.

~~Pursuant~~The Company’s toinitial astockholders ~~registration~~have ~~rights~~agreed, ~~agreement~~subject ~~entered into~~to oncertain ~~October~~limited 7exceptions, ~~2021~~not to transfer, ~~the~~assign ~~holders~~or sell any of the Founder Shares, ~~Private~~until ~~Placement Warrants (and~~ the ~~underlying~~earlier ~~shares~~to occur of: ~~Class~~ (A ~~common stock~~) ~~and~~ one ~~any~~year ~~warrants~~after ~~that~~the ~~may~~completion ~~be issued upon conversion~~ of ~~the~~a ~~Working~~Business ~~Capital~~Combination ~~Loans~~or (~~and~~B) subsequent ~~the~~to ~~underlying~~a ~~shares~~Business Combination, ~~of common stock~~(x) if ~~are~~the ~~entitled to~~last ~~registration~~reported ~~rights.~~sale ~~The~~price ~~holders~~ of ~~these~~the ~~securities~~Class A ~~will~~common bestock ~~entitled~~equals toor ~~make~~exceeds up$12.00 toper ~~three~~share ~~demands,~~(as ~~excluding~~adjusted for ~~short~~stock ~~form registration demands~~splits, ~~that~~stock ~~the~~dividends, ~~Company~~reorganizations, ~~register~~recapitalizations ~~such~~and ~~securities. The holders of~~ the ~~majority~~like) offor ~~the~~any ~~securities~~20 trading ~~can~~days ~~elect~~within toany ~~exercise~~30-trading day ~~these~~period ~~registration rights~~commencing at ~~any~~least ~~time~~150 days after ~~the Company consummates~~ a Business Combination~~. In addition~~, or (y) the ~~holders~~date ~~have~~on ~~certain~~which ~~“piggy-back” registration rights with respect to registration statements filed subsequent to~~ the ~~completion~~Company ofcompletes a ~~Business Combination. The registration~~liquidation, ~~rights~~merger, ~~agreement~~capital ~~does~~stock ~~not~~exchange ~~contain liquidated damages~~ or other ~~cash~~similar ~~settlement~~transaction ~~provisions~~that ~~resulting~~results ~~from delays~~ in ~~registering~~all of the Company’s ~~securities.~~ ~~The~~stockholders ~~Company~~having ~~will bear~~ the ~~expenses~~right to ~~incurred~~exchange intheir ~~connection~~shares ~~with~~of ~~the~~common ~~filing~~stock offor ~~any~~cash, ~~such~~securities ~~registration~~or ~~statements~~other property.

~~Underwriting~~Of the ~~Agreement~~aggregate 16,500,000 Units sold in the Initial Public Offering, 14,857,500 Units were purchased by certain qualified institutional buyers or institutional accredited investors that are not affiliated with the Company, the Sponsor, the Company’s directors or any member of the Company’s management team (the “anchor investors”). In connection with the closing of the Initial Public Offering, each anchor investor acquired from the Sponsor an indirect economic interest in certain Founder Shares (937,500 Founder Shares in the aggregate) at a purchase price of $0.10 per share. The Sponsor has agreed to distribute the Founder Shares to the anchor investors pro rata based on their indirect ownership interest in such Founder Shares after the completion of a Business Combination. The Company estimated the aggregate fair value of the Founder Shares attributable to the anchor investors to be $6,275,625 or $6.69 per share. The excess of the fair value of the Founder Shares was determined to be a contribution to the Company from the founders in accordance with Staff Accounting Bulletin (“SAB”) Topic 5T and an offering cost in accordance with SAB Topic 5A. Accordingly, the offering cost were recorded against additional paid-in capital.

~~The underwriters were paid a cash discount of~~On ~~$0.15~~April ~~per Unit~~10, ~~or an aggregate of $2~~2023,~~475,000.~~ ~~The~~in ~~underwriters~~connection ~~are~~with ~~entitled~~the toimplementation aof ~~deferred~~the ~~fee~~Extension ofand ~~$0.40~~the ~~per~~Class ~~Unit,~~B orConversion anall ~~aggregate~~holders of ~~$6,600,000. The~~Class ~~deferred~~B ~~fee~~common ~~will~~stock voluntarily ~~become~~elected ~~payable~~ to ~~the~~convert ~~underwriters~~all ~~from~~shares ~~the~~of ~~amounts~~Class ~~held~~B incommon ~~the~~stock ~~Trust~~to ~~Account~~Class ~~solely~~A incommon ~~the~~stock ~~event~~The ~~that~~converted ~~the~~shares ~~Company completes~~are anot ~~Business Combination,~~ subject to ~~the~~possible redemption ~~terms~~(see ofNote ~~the underwriting agreement~~7).

~~NOTE~~Administrative Services ~~7. STOCKHOLDERS’ DEFICIT~~Agreement

~~Preferred~~The Company ~~Stock—~~entered ~~The~~into an agreement, commencing on October 7, 2021, through the earlier of the Company’s consummation of a Business isCombination ~~authorized~~and its liquidation, to ~~issue~~pay 1the Sponsor a total of up to $25,000 per month for general and administrative services,~~000~~ ~~shares~~including office ofspace, $0utilities and administrative support.~~0001~~ ~~par~~For ~~value~~each ~~preferred~~of ~~stock.~~the Atthree ~~March~~and 31six months ended June 30, 2023, the Company incurred and paid ~~December~~$75,000 31and $150,000 ~~2022~~in fees for these services, ~~there~~respectively. ~~were~~For noeach ~~shares~~ of ~~preferred~~the ~~stock~~three ~~issued~~and orsix months ended June 30, 2022, the Company incurred and paid $75,000 and $150,000 in fees for these services, respectively. No amounts remain outstanding as of June 30, 2023.

Class A Common Stock— The Company is authorized to issue up to 200,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At March 31, 2023 and December 31, 2022, there were no shares of Class A common stock issued or outstanding, excluding 16,500,000 shares subject to possible redemption.14

~~Class B Common Stock—~~SCHULTZE ~~The~~SPECIAL ~~Company~~PURPOSE isACQUISITION ~~authorized to issue up to 20,000,000 shares of Class B, $0~~CORP.~~0001~~ ~~par~~II NOTES ~~value~~TO ~~common~~CONDENSED ~~stock.~~FINANCIAL ~~Holders of the Company’s~~STATEMENTS ~~common~~JUNE ~~stock are entitled to one vote for each share. At March 31~~30, 2023 ~~and December 31, 2022, there were 4,125,000 shares of Class B~~ ~~common stock issued and outstanding.~~(Unaudited)

~~Only holders of Class B common stock have the~~Promissory ~~right~~Note to— ~~vote~~Related on the election of directors prior to the Company’s initial Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law.Party

~~The shares of Class B common stock will automatically~~On ~~convert~~January ~~into~~15, ~~shares~~2021, ~~of Class A common stock at~~ the ~~time~~Sponsor ofissued aan ~~Business~~unsecured ~~Combination~~promissory onnote ~~a one-for-one basis (subject~~ to ~~adjustment).~~the InCompany (the ~~case~~ ~~that~~“Promissory ~~additional shares of Class A common stock~~Note”), orpursuant ~~equity-linked~~to ~~securities, are issued or deemed issued in excess of the amounts~~which ~~offered in~~ the ~~Initial~~Company ~~Public~~could ~~Offering~~borrow ~~and~~up ~~related~~ to ~~the~~an ~~closing~~aggregate ofprincipal aamount ~~Business~~of ~~Combination~~$250,000. ~~the~~The ~~ratio~~Promissory atNote, ~~which~~as ~~shares~~subsequently ofamended ~~Class~~and Brestated ~~common~~on ~~stock~~June ~~shall~~30, ~~convert~~2021, ~~into~~was ~~shares~~non-interest ofbearing ~~Class~~and Awas ~~common~~payable ~~stock~~on ~~will be adjusted (unless~~ the ~~holders~~earlier of aDecember ~~majority~~31, of2021 and the ~~outstanding~~consummation ~~shares~~ of ~~Class~~ ~~B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that~~ the ~~number~~Initial ~~of shares~~Public ofOffering. ~~Class~~The Aoutstanding ~~common~~balance ~~stock~~under ~~issuable~~the ~~upon~~Promissory ~~conversion~~Note of ~~all shares of Class B common stock will equal~~$85,000 inwas ~~the~~repaid ~~aggregate,~~at ~~on an as-converted basis, 20% of~~ the ~~sum~~closing of the ~~total number of all shares of common stock outstanding upon completion of the~~ Initial Public Offering ~~plus all~~on ~~shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding~~October ~~any shares or equity-linked securities issued~~13, ~~or to be issued, to any seller in a Business Combination)~~2021.

~~Warrants—~~On April ~~As of March 31~~10, ~~2023~~ ~~and December 31~~2023, ~~2022~~in ~~there~~connection ~~are~~with ~~8,250,000~~the ~~Public~~implementation ~~Warrants~~of ~~outstanding.~~the ~~Public~~Extension ~~Warrants~~(as ~~may~~defined ~~only~~above), bethe ~~exercised~~Company ~~for~~issued aan ~~whole~~unsecured ~~number of~~promissory ~~shares.~~note No(the ~~fractional~~“New ~~shares~~Promissory ~~will~~Note”) bein ~~issued~~the ~~upon~~principal ~~exercise~~amount of ~~the~~up ~~Public~~to ~~Warrants.~~$840,000 ~~The~~to ~~Public Warrants will become exercisable 30 days after~~ the ~~consummation~~Sponsor, ofwhich amay ~~Business~~be ~~Combination.~~drawn ~~The~~down ~~Public~~in ~~Warrants~~connection with ~~will~~the ~~expire~~Contributions ~~five~~by ~~years from~~ the ~~consummation~~Sponsor ~~of a Business Combination~~ or ~~earlier~~its ~~upon~~designees ~~redemption~~to orthe ~~liquidation~~Trust Account.

NoThe New ~~warrants~~Promissory ~~will~~Note bedoes ~~exercisable~~not ~~for~~bear ~~cash~~interest ~~unless~~ and the ~~Company~~principal ~~has~~balance anwill ~~effective~~be ~~and~~payable ~~current~~on ~~registration statement covering~~ the ~~shares~~earlier of: ~~Class~~(i) Athe ~~common~~date ~~stock~~on ~~issuable~~which ~~upon~~the ~~exercise of~~Company ~~the~~consummates ~~warrants~~its initial Business Combination and a(ii) ~~current~~the ~~prospectus~~date ~~relating~~that tothe ~~such~~winding ~~shares~~up of ~~Class~~the ACompany ~~common~~is ~~stock~~effective. ~~Notwithstanding~~The ~~the~~New ~~foregoing,~~Promissory ~~if a registration~~Note ~~statement~~is ~~covering~~subject ~~the~~to ~~shares~~customary events of ~~Class~~default, Athe ~~common~~occurrence ~~stock~~of ~~issuable~~certain ~~upon exercise~~ of ~~the~~which ~~Public~~automatically ~~Warrants~~triggers isthe ~~not~~unpaid ~~effective~~principal ~~within~~balance ~~90 days following~~of the ~~consummation~~New ofPromissory aNote ~~Business~~and ~~Combination,~~all ~~warrant~~other ~~holders~~sums ~~may,~~payable ~~until~~with ~~such~~regard ~~time~~to asthe ~~there~~New isPromissory anNote ~~effective~~becoming ~~registration~~immediately ~~statement~~due and ~~during any~~payable. ~~period~~The ~~when~~issuance of the ~~Company~~New ~~shall~~Promissory ~~have~~Note ~~failed~~was tomade ~~maintain an effective registration statement, exercise warrants on a cashless basis~~ pursuant to the exemption ~~provided~~from byregistration contained in Section 34(a)(92) of the Securities Act of 1933, ~~provided~~as ~~that~~amended. ~~such~~As ~~exemption~~of isJune ~~available~~30, 2023, the outstanding balance of the New Promissory Note was $420,000. IfSubsequent ~~that~~to ~~exemption~~June 30, or2023 ~~another~~the ~~exemption,~~Sponsor iscontributed ~~not~~an ~~available~~additional $140,000 ~~holders~~to ~~will~~the ~~not~~Company beunder ~~able~~the toNew ~~exercise~~Promissory ~~their~~Note. ~~warrants~~As onof athe ~~cashless~~date ~~basis~~of this filing, the outstanding balance under the New Promissory Note was $560,000.

~~Once the warrants become exercisable, the Company~~Related ~~may~~Party ~~redeem the outstanding Public Warrants:~~Loans

●In order to finance transaction costs in ~~whole~~connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not inobligated ~~part;~~to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Working Capital Loans would be forgiven. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2023 and December 31, 2022, there were no Working Capital Loans outstanding.

~~● at a price of $0~~NOTE 6.01 ~~per~~COMMITMENTS ~~Public~~AND ~~Warrant;~~CONTINGENCIES

13Registration Rights

~~SCHULTZE~~Pursuant to ~~SPECIAL~~a ~~PURPOSE~~registration ~~ACQUISITION~~rights ~~CORP.~~agreement entered into on October 7, 2021, the holders of the Founder Shares, Private Placement Warrants (and IIthe underlying shares of Class A common stock) and any warrants that may be issued upon conversion of the Working Capital Loans (and ~~NOTES~~the TOunderlying ~~CONDENSED~~shares ~~FINANCIAL~~of ~~STATEMENTS~~common stock) are entitled to registration rights. The holders of these securities will be entitled to make ~~MARCH~~up 31to three demands, ~~2023~~excluding short form registration demands, that the Company register such securities. The holders of the majority ~~(Unaudited)~~of the securities can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and~~Underwriting Agreement

●The underwriters ~~if,~~were ~~and~~paid ~~only~~a ~~if,~~cash ~~the~~discount ~~last~~of ~~reported~~$0.15 ~~sale~~per ~~price~~Unit, ofor ~~the~~an ~~Class~~aggregate Aof ~~common~~$2,475,000. ~~stock~~The ~~for~~underwriters ~~any~~are 20entitled ~~trading~~to ~~days within~~ a ~~30-trading~~deferred fee ~~day~~of ~~period~~$0.40 ~~ending~~per ~~three~~Unit, ~~business~~or ~~days~~an ~~before~~aggregate ~~the~~of ~~Company~~$6,600,000. ~~sends~~The ~~the~~deferred ~~notice~~fee ofwill ~~redemption~~become payable to the ~~warrant~~underwriters ~~holders~~from ~~equals~~the oramounts ~~exceeds~~held in ~~$18.00~~the ~~per~~Trust ~~share~~Account ~~(as~~solely ~~adjusted~~in ~~for~~the ~~stock~~event ~~splits,~~that ~~stock~~the ~~dividends,~~Company ~~reorganizations,~~completes ~~recapitalizations~~a ~~and~~Business ~~the~~Combination, ~~like~~subject ~~and~~to ~~certain~~the ~~issuances~~terms of ~~Class~~the ~~A common stock and equity-linked securities)~~underwriting agreement.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.15

~~The exercise price and number of shares of Class~~SCHULTZE ASPECIAL ~~common~~PURPOSE ~~stock~~ACQUISITION issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidationCORP. ~~However, except as described below, the~~II ~~Public~~NOTES ~~Warrants~~TO ~~will~~CONDENSED ~~not~~FINANCIAL ~~be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event~~STATEMENTS ~~will~~JUNE the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account30, ~~holders of Public Warrants will not receive any~~2023 of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.(Unaudited)

~~In addition, if (x) the Company issues additional~~NOTE shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $97.20 ~~per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company~~STOCKHOLDERS’s board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.DEFICIT

~~As of March 31, 2023 and December 31, 2022, there~~Preferred ~~are~~Stock ~~6,575,000~~— ~~Private Placement Warrants outstanding.~~ The ~~Private~~Company ~~Placement~~is ~~Warrants~~authorized ~~are identical~~ to ~~the~~issue ~~Public Warrants underlying the Units sold in the Initial Public Offering~~1,000,000 ~~except that the Private Placement Warrants (including the~~ shares of ~~Class~~$0.0001 Apar ~~common~~value preferred stock. ~~issuable upon~~At ~~the~~June ~~exercise of the Private Placement Warrants) will not be transferable~~30, ~~assignable~~2023 ~~or salable until 30 days after the completion~~and ofDecember ~~a Business Combination~~31, ~~subject to certain limited exceptions. Additionally~~2022, ~~the~~there ~~Private~~were ~~Placement~~no ~~Warrants~~shares ~~held by Stifel Venture will not be exercisable more than five years from the commencement~~ of ~~sales~~preferred ofstock ~~the~~issued ~~Initial~~or ~~Public Offering in accordance with FINRA Rule 5110(g)(8)(A)~~outstanding.

~~NOTE~~Class A Common 8Stock — The Company is authorized to issue up to 200,000,000 shares of Class A, $0.0001 ~~STOCK-BASED~~par ~~COMPENSATION~~value common stock. Holders of the Company’s common stock are entitled to one vote for each share. On April 10, 2023, in connection with the implementation of the Extension and the Class B Conversion all holders of Class B common stock voluntarily elected to convert all shares of Class B common stock to Class A common stock. The converted shares are not subject to possible redemption. At June 30, 2023 and December 31, 2022, there were 4,125,000 and no shares of Class A common stock issued or outstanding, excluding 4,915,148 and 16,500,000 shares subject to possible redemption, respectively.

~~The~~Class B Common ~~sale~~Stock of— ~~the~~The ~~Founder Shares to the~~ Company~~’s director~~ ~~nominees~~is ~~and~~authorized ~~strategic~~to ~~advisors~~issue isup into ~~the~~20,000,000 ~~scope~~shares of ~~ASC~~Class ~~718. Under ASC 718~~B, ~~stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date~~$0.0001 ~~The~~par ~~Company has assessed the fair~~ value ~~associated~~common ~~with the Founder Shares granted~~stock. ~~The~~ ~~fair value~~ Holders of the ~~125,000 Founder Shares granted to the~~ Company’s ~~director~~common ~~nominees~~stock ~~(75,000~~are ~~shares~~entitled into ~~total)~~one ~~and~~vote ~~strategic~~for ~~advisors (50,000~~each ~~shares in total) was $286,654 or $2.29 per~~ share. ~~The~~At ~~Founder~~June ~~Shares~~30, ~~were~~2023 ~~granted subject to certain performance conditions: (i) the consummation of an Initial Public Offering~~ and ~~(ii)~~December ~~the~~31, ~~occurrence~~2022, ofthere awere ~~Business~~0 ~~Combination. Compensation expense related to the~~and ~~Founder~~4,125,000 ~~Shares~~shares ~~is recognized only when the performance conditions are probable~~ of ~~occurrence~~Class ~~under~~B ~~the~~common ~~applicable~~stock ~~accounting~~issued ~~literature in~~and ~~this circumstance~~outstanding.

~~The Founder Shares granted to the Company’s~~If ~~director~~any ~~nominees~~shares ~~and~~of ~~strategic~~Class ~~advisors~~B ~~were~~common ~~subject~~stock toare ~~100%~~then ~~forfeiture~~outstanding, inonly ~~the~~holders ~~event~~of aClass ~~person(s)~~B nocommon ~~longer~~stock ~~remained~~have ~~in such designated position upon~~ the ~~completion~~right ofto ~~the~~vote ~~Initial~~on ~~Public Offering. Following~~ the ~~completion~~ election of ~~the~~directors ~~Initial~~prior ~~Public Offering, such forfeiture is reduced~~ to ~~50% in~~ the ~~event a person(~~Company’s) noinitial ~~longer remains in such designated position upon the completion of the~~ Business Combination. ~~There~~ ~~was~~Holders noof ~~stock-based~~Class ~~compensation~~A ~~expense~~common ~~recognized~~stock ~~for the period ended March 31, 2023~~ and ~~December~~Class ~~31,~~B ~~2022.~~common Astock ~~total of 62,500~~will ~~shares~~vote ~~vested~~together ~~upon~~as ~~consummation~~a ofsingle ~~the~~class ~~Initial~~on ~~Public~~all ~~Offering~~other ~~and~~matters ~~the~~submitted ~~Company~~to ~~recognized~~a ~~$143,327~~vote of ~~stock-based~~stockholders, ~~compensation~~except ~~expense for~~as ~~the~~required ~~year~~by ~~ended December 31, 2021~~law.

AsThe shares of ~~March~~Class ~~31,~~B ~~2023,~~common ~~there~~stock ~~are~~(if ~~62,500~~any) ~~shares~~will (a) at any time and from time to time at the option of the holder thereof and (b) automatically ~~that~~upon ~~remain~~the ~~unvested~~closing asof the ~~Company~~initial ~~determined~~Business ~~that~~Combination convert into shares of Class A common stock at the time of a Business Combination on isa ~~not~~one-for-one ~~considered~~basis ~~probable~~(subject to adjustment). ~~Therefore,~~In the ~~remaining~~case ~~fair~~that ~~value~~ additional shares of Class A common stock, or equity-~~based~~linked ~~compensation~~securities, are ~~expense~~issued ~~associated~~or ~~with~~deemed ~~these~~issued ~~shares~~in ~~totaling~~excess ~~$143,327~~of ~~has~~the ~~not~~amounts ~~been~~offered ~~recognized.~~in ~~Stock-based~~the ~~compensation~~Initial ~~would be~~Public ~~recognized~~Offering atand related to the ~~date~~closing of a Business Combination, isthe ~~considered~~ratio ~~probable~~at ~~(i.e.,~~which ~~upon~~shares ~~consummation~~of Class B common stock shall convert into shares of aClass ~~Business~~A ~~Combination)~~common instock anwill ~~amount~~be adjusted (unless ~~equal~~the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of ~~Founder~~shares ~~Shares~~of ~~times~~Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the ~~grant~~aggregate, ~~date~~on ~~fair~~an ~~value~~as-converted ~~per~~basis, ~~share~~20% ~~(unless~~of ~~subsequently~~the ~~modified)~~sum ~~less~~of the ~~amount~~total ~~initially~~number of all shares of common stock outstanding ~~received~~upon ~~for~~completion of the ~~purchase~~Initial Public Offering plus all shares of ~~the~~Class ~~Founder~~A ~~Shares~~common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination).

~~NOTE~~Warrants — 9As of June 30, 2023 and December 31, 2022 there are 8,250,000 Public Warrants outstanding. ~~FAIR~~Public ~~VALUE~~Warrants ~~MEASUREMENTS~~may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

~~The~~No warrants ~~Company~~will ~~follows~~be exercisable for cash unless the ~~guidance~~Company inhas ~~ASC~~an ~~Topic~~effective and current registration statement covering the shares of Class ~~820~~A ~~for~~common ~~its~~stock ~~financial~~issuable ~~assets~~upon exercise of the warrants and ~~liabilities~~a ~~that~~current ~~are~~prospectus ~~re-measured~~relating ~~and~~to ~~reported~~such atshares ~~fair~~of ~~value~~Class atA ~~each~~common ~~reporting~~stock. ~~period~~Notwithstanding the foregoing, ~~and~~if ~~non-financial~~a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants ~~assets~~is not effective within 90 days following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and ~~liabilities~~during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that ~~are~~such exemption ~~re-measured~~is ~~and~~available. ~~reported~~If atthat ~~fair~~exemption, ~~value~~or atanother ~~least~~exemption, ~~annually~~is not available, holders will not be able to exercise their warrants on a cashless basis.

14Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

~~SCHULTZE~~● ~~SPECIAL~~in ~~PURPOSE~~whole ~~ACQUISITION~~and ~~CORP.~~not ~~II NOTES~~in ~~TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited)~~part;

~~The~~● ~~fair~~at ~~value~~a ofprice ~~the Company’s financial assets and liabilities reflects management’s estimate~~ of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date$0.01 Inper ~~connection~~Public with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).Warrant;

~~The~~● ~~following~~upon ~~table~~not ~~presents~~less ~~information~~than ~~about the~~30 ~~Company~~days’s ~~assets~~prior ~~that~~written ~~are~~notice ~~measured at fair value on a recurring basis and indicates the fair value hierarchy~~ of ~~the~~redemption ~~valuation inputs the Company utilized~~ to ~~determine~~each ~~such~~warrant ~~fair~~holder; ~~value:~~and

Description	Level	March 31, 2023		December 31, 2022
Assets:
Cash and Marketable securities held in Trust Account	1	$	170,529,598	$	168,830,546

●

if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities).

~~NOTE~~If and ~~10. SUBSEQUENT~~when ~~EVENTS~~the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. The Company did not identify any subsequent events, other than described below, that would have required adjustment or disclosure in the condensed financial statements.16

~~Extension~~SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2023 (Unaudited)

~~On April 4, 2023, the Company~~The ~~held~~exercise aprice ~~special~~and ~~meeting~~number inof ~~lieu~~shares of ~~the~~Class ~~2023~~A ~~annual~~common ~~meeting~~stock ofissuable ~~stockholders~~upon exercise of the ~~Company~~Public ~~(the~~Warrants ~~“Special~~may ~~Meeting”).~~be Atadjusted ~~the~~in ~~Special~~certain ~~Meeting,~~circumstances ~~the~~including ~~Company’s~~in ~~stockholders~~the ~~approved,~~event ~~among~~of ~~other things,~~ a ~~proposal~~share todividend, ~~amend~~extraordinary ~~the~~dividend ~~Amended~~or ~~and~~recapitalization, ~~Restated~~reorganization, ~~Certificate~~merger ofor ~~Incorporation~~consolidation. toHowever, ~~extend~~except ~~the~~as ~~date~~described bybelow, ~~which~~ the ~~Company~~Public ~~must~~Warrants ~~consummate~~will annot ~~initial~~be ~~business~~adjusted ~~combination~~for ~~(the~~issuances ~~“Extension”)~~of ~~from~~Class ~~April~~A ~~13,~~common ~~2023 to~~stock ~~October~~at ~~13,~~a ~~2023~~price orbelow ~~such~~its exercise ~~earlier~~price. ~~date~~Additionally, asin ~~determined~~no byevent will the Company’s ~~board~~be ofrequired ~~directors.~~to ~~The~~net ~~Sponsor~~cash orsettle ~~its~~the ~~designees~~Public ~~will~~Warrants. ~~deposit into~~If the ~~Trust~~Company ~~Account~~is ~~$140,000,~~unable to ascomplete a ~~loan~~Business (aCombination ~~“Contribution”,~~within ~~and~~ the ~~Sponsor~~Combination orPeriod ~~its~~and ~~designee~~the ~~making~~Company ~~such~~liquidates ~~Contribution,~~the ~~a “Contributor”),~~funds onheld ~~each~~in ofthe ~~April~~Trust 13Account, ~~2023~~holders of ~~and~~Public ~~the~~Warrants ~~13th~~will ~~day~~not ofreceive ~~each~~any ~~subsequent~~of ~~calendar~~such ~~month~~funds ~~until~~with ~~(but~~respect ~~excluding)~~to ~~October 13,~~their ~~2023~~Public ~~(each such date~~Warrants, anor ~~“Contribution~~will ~~Date”)~~they orreceive ~~such~~any ~~earlier~~distribution ~~date that~~ from the Company’s ~~determines~~assets itheld ~~will~~outside ~~liquidate.~~of Ifthe ~~a Contributor~~Trust ~~fails~~Account towith ~~make~~respect ato ~~Contribution~~such byPublic anWarrants. ~~applicable Contribution Date~~Accordingly, the ~~Company~~Public ~~will~~Warrants ~~liquidate and dissolve as soon as practicable~~may ~~after~~expire ~~such date and in accordance with Amended and Restated Certificate of Incorporation~~worthless.

OnIn addition, ~~April~~if ~~10,~~(x) ~~2023,~~the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the ~~implementation~~closing of ~~the~~its ~~Extension,~~initial ~~all~~Business ~~holders~~Combination at an issue price or effective issue price of less than $9.20 per share of Class BA common stock ~~voluntarily~~(with ~~elected~~such issue price or effective issue price to ~~convert~~be ~~all~~determined ~~shares~~in good faith by the Company’s board of ~~Class~~directors Band, ~~common~~in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into ~~stock~~account any Founder Shares held by them prior to ~~shares~~such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of ~~Class~~the Atotal ~~common~~equity ~~stock~~proceeds, onand ainterest ~~one-~~thereon, available for~~-one~~ ~~basis~~the infunding ~~accordance~~of ~~with~~the Company’s initial Business Combination on the ~~Amended~~date of the consummation of such initial Business Combination (net of redemptions), and ~~Restated~~(z) ~~Certificate~~the volume weighted average trading price of ~~Incorporation~~the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (~~collectively~~such price, the “~~Class~~Market ~~B Conversion~~Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

InAs of ~~connection~~June ~~with~~30, ~~the~~2023 ~~implementation~~and ofDecember ~~the~~31, ~~Extension~~2022, there are 6,575,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the ~~Company’s~~Public ~~public~~Warrants ~~stockholders~~underlying ~~redeemed~~the ~~11,584,852~~Units sold in the Initial Public ~~Shares~~Offering, atexcept athat ~~redemption~~the ~~price~~Private Placement Warrants (including the shares of ~~approximately~~Class ~~$10.31~~A ~~per~~common ~~share,~~stock ~~for~~issuable upon the exercise of the Private Placement Warrants) will not be transferable, anassignable ~~aggregate~~or ~~redemption~~salable ~~amount~~until 30 days after the completion of ~~approximately~~a ~~$119.4~~Business ~~million~~Combination, (subject to certain limited exceptions. Additionally, the ~~“Redemption”)~~Private ~~leaving~~Placement ~~aggregate~~Warrants ~~remaining~~held ~~proceeds~~by inStifel Venture will not be exercisable more than five years from the commencement of sales of the ~~Trust~~Initial ~~Account~~Public atOffering ~~approximately~~in ~~$50.8~~accordance ~~million~~with FINRA Rule 5110(g)(8)(A).

~~As a result of the Class~~NOTE B8. ~~Conversion~~STOCK-BASED ~~and the Redemption, 9,040,148 shares of Class A common stock and no shares of Class B common stock were issued and outstanding.~~COMPENSATION

~~Promissory~~The sale ~~Note~~of the Founder Shares to the Company’s director nominees and strategic advisors is in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Company has assessed the fair value associated with the Founder Shares granted. The fair value of the 125,000 Founder Shares granted to the Company’s director nominees (75,000 shares in total) and strategic advisors (50,000 shares in total) was $286,654 or $2.29 per share. The Founder Shares were granted subject to certain performance conditions: (i) the consummation of an Initial Public Offering and (ii) the occurrence of a Business Combination. Compensation expense related to the Founder Shares is recognized only when the performance conditions are probable of occurrence under the applicable accounting literature in this circumstance.

OnThe Founder ~~April~~Shares ~~10,~~granted ~~2023,~~to inthe ~~connection~~Company’s ~~with~~director nominees and strategic advisors were subject to 100% forfeiture in the ~~implementation~~event a person(s) no longer remained in such designated position upon the completion of the ~~Extension~~Initial ~~(as~~Public ~~defined~~Offering. ~~above),~~Following the ~~Company~~completion of ~~issued~~the anInitial ~~unsecured~~Public ~~promissory~~Offering, ~~note~~such ~~(the~~forfeiture ~~“New~~is ~~Promissory~~reduced ~~Note”~~to or50% in the ~~“Note”~~event a person(s) no longer remains in ~~the~~such ~~principal~~designated ~~amount~~position upon the completion of upthe toBusiness ~~$840,000~~Combination. toThere was no stock-based compensation expense recognized for the ~~Sponsor~~period ended June 30, 2023 ~~which~~and ~~may~~December be31, ~~drawn~~2022. ~~down~~A intotal ~~connection~~of ~~with~~62,500 shares vested upon consummation of the ~~Contributions~~Initial byPublic Offering and the ~~Sponsor~~Company recognized or$143,327 ~~its~~of ~~designees~~stock-based tocompensation expense for the ~~Trust~~year ~~Account~~ended December 31, 2021.These unvested shares were converted from Class A to Class B on April 10, 2023 as discussed in Note 7.

~~The New Promissory Note does not bear interest~~As ~~and~~of ~~the~~June ~~principal~~30, ~~balance~~2023, ~~will~~there beare ~~payable~~62,500 onshares ~~the~~that ~~earlier~~remain ~~of:~~unvested ~~(i)~~as the ~~date~~Company ondetermined ~~which~~that ~~the~~a ~~Company~~Business ~~consummates~~Combination ~~its~~is ~~initial~~not ~~business combination~~considered ~~and~~probable. ~~(ii)~~Therefore, the ~~date~~remaining ~~that~~fair ~~the~~value ~~winding up~~ of ~~the~~stock-based ~~Company~~compensation isexpense ~~effective.~~associated ~~The~~with ~~Note~~these isshares ~~subject~~totaling ~~to customary events of default~~$143,327 ~~the occurrence~~has ofnot ~~certain~~been ofrecognized. ~~which~~Stock-based ~~automatically~~compensation ~~triggers~~would ~~the~~be ~~unpaid~~recognized ~~principal~~at ~~balance of~~ the ~~Note~~date ~~and~~a ~~all~~Business ~~other~~Combination ~~sums~~is ~~payable~~considered ~~with~~probable ~~regard~~(i.e., toupon consummation ~~the~~of ~~Note becoming~~a ~~immediately~~Business ~~due~~Combination) ~~and~~in ~~payable.~~an ~~The~~amount ~~issuance~~equal ofto the ~~Note~~number ~~was~~of ~~made~~Founder ~~pursuant~~Shares totimes the ~~exemption~~grant ~~from~~date ~~registration~~fair ~~contained~~value inper ~~Section~~share 4(aunless subsequently modified)~~(2)~~ ofless the ~~Securities~~amount ~~Act~~initially received for the purchase of ~~1933,~~the asFounder ~~amended~~Shares.

~~As of the date of this filing, the Company has borrowed $140,000 under the New Promissory Note.~~17

~~Nasdaq~~SCHULTZE SPECIAL ~~Notice~~PURPOSE ACQUISITION CORP. II NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2023 (Unaudited)

~~On May 2, 2023, the Company received a written~~NOTE notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5450(a)(2) (the “Minimum Total Holders Rule”), which requires the Company to have at least 400 total holders for continued listing on the Nasdaq Global Market9. ~~The~~FAIR ~~Notice~~VALUE ~~is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.~~MEASUREMENTS

The ~~Notice states that the~~ Company ~~has~~follows ~~45 calendar days, or until June 16, 2023, to submit a plan to regain compliance with~~ the ~~Minimum~~guidance ~~Total~~in ~~Holders~~ASC ~~Rule.~~Topic ~~The~~820 ~~Company~~for ~~intends~~its tofinancial ~~submit to~~assets ~~Nasdaq~~and aliabilities ~~plan~~that toare ~~regain~~re-measured ~~compliance~~and ~~with~~reported ~~the~~at ~~Minimum~~fair ~~Total Holders Rule within the required timeframe. If Nasdaq accepts the Company’s~~value ~~plan,~~at ~~Nasdaq~~each ~~may~~reporting ~~grant the Company an extension of up to 180 calendar days from the date of the Notice~~period, orand ~~until~~non-financial ~~October~~assets ~~29,~~and ~~2023,~~liabilities ~~to evidence~~that ~~compliance~~are ~~with~~re-measured ~~the~~and ~~Minimum~~reported ~~Total~~at ~~Holders~~fair ~~Rule.~~value Ifat ~~Nasdaq~~least ~~does not accept the Company’s plan, the Company will have the opportunity to appeal the decision to a Nasdaq Hearings Panel~~annually.

15The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

~~Item~~The following 2.table ~~Management~~presents information about the Company’s ~~Discussion~~assets ~~and~~that ~~Analysis~~are ofmeasured ~~Financial~~at ~~Condition~~fair value on a recurring basis and ~~Results~~indicates the fair value hierarchy of ~~Operations.~~the valuation inputs the Company utilized to determine such fair value:

References in this Quarterly Report on Form 10-Q (this “Quarterly Report”) to “we,” “us,” “our” or the “Company” refer to Schultze Special Purpose Acquisition Corp. II. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Schultze Special Purpose Acquisition Sponsor II, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Description	Level	June 30, 2023		December 31, 2022
Assets:
Cash and Marketable securities held in Trust Account	1	$	51,589,642	$	168,830,546

~~Special~~NOTE 10. SUBSEQUENT ~~Note Regarding Forward-Looking Statements~~EVENTS

~~This Quarterly Report includes “forward-looking~~The ~~statements”~~Company ~~within~~evaluated ~~the~~subsequent ~~meaning~~events ofand ~~Section~~transactions ~~27A~~that ofoccurred ~~the~~after ~~Securities Act of 1933, as amended (~~the ~~“Securities~~balance ~~Act”),~~sheet ~~and Section~~date ~~21E~~up ofto the ~~Securities~~date ~~Exchange~~that ~~Act of 1934, as amended (~~the ~~“Exchange~~condensed ~~Act”), that are not historical facts and involve~~financial ~~risks~~statements ~~and~~were ~~uncertainties that could cause actual results to differ materially from those expected and projected~~issued. ~~All~~Other ~~statements, other~~ than ~~statements~~as ofdisclosed ~~historical~~above ~~fact~~within ~~included~~these infinancial ~~this Quarterly Report including~~statements, ~~without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding~~ the Company’s ~~financial~~did ~~position,~~not business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify ~~such~~any ~~forward-looking statements. Such forward-looking statements relate to future events~~subsequent ~~or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual~~ events, ~~performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors~~ that ~~could~~would ~~cause~~have ~~actual~~required ~~results~~adjustment toor ~~differ~~disclosure ~~materially from those anticipated~~ in the ~~forward-looking~~condensed ~~statements,~~financial please refer to the Risk Factors section of this Quarterly Report and our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2023. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements ~~whether as a result of new information, future events or otherwise~~.

~~Overview~~18

~~We are a blank check company formed under the~~Item laws of the State of Delaware on December 15, 2020 for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”)2. We intend to effectuate our initial Business Combination using cash derived from the proceeds of our initial public offering (“Initial Public Offering”), including the partial exercise of the underwritersManagement’s ~~over-allotment~~Discussion ~~option,~~ and ~~the~~ ~~private~~Analysis ~~placements~~ of ~~the~~Financial ~~private~~Condition ~~placement warrants (“Private Placement Warrants”) that occurred simultaneously with the Initial Public Offering~~ and ~~the~~Results ~~closing~~ of ~~the partial exercise of such over-allotment option (collectively, the “Private Placement”), our capital stock, debt or a combination of cash, stock and debt~~Operations.

WeReferences in ~~expect~~this toQuarterly ~~continue~~Report on Form 10-Q (this “Quarterly Report”) to ~~incur~~“we,” ~~significant~~“us,” ~~costs~~“our” inor the ~~pursuit~~“Company” ofrefer ~~our~~to ~~acquisition~~Schultze ~~plans~~Special Purpose Acquisition Corp. WeII. ~~cannot~~References ~~assure~~to ~~you~~our ~~that~~“management” or our “management ~~plans~~team” refer to ~~complete~~ our ~~initial~~officers ~~Business~~and ~~Combination~~directors, ~~will~~and references to the “Sponsor” refer to Schultze Special Purpose Acquisition Sponsor II, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be ~~successful~~read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

16Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of this Quarterly Report and our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2023. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

We have neither engaged in any operations nor generated any revenues to date. Our only activities through March 31, 2023 were organizational activities, those necessary to prepare for our Initial Public Offering, described below, and, subsequent to our Initial Public Offering, identifying a target company for our initial Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We generate non-operating income in the form of interest income on marketable securities held in the trust account established for the benefit of our public stockholders (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, an initial Business Combination.Overview

~~For~~We are a blank check company formed under the ~~three~~laws ~~months~~of ~~ended~~the ~~March~~State ~~31,~~of ~~2023~~Delaware on December 15, ~~we had~~2020 ~~net~~for ~~income~~the purpose of ~~$744~~entering into a merger,~~527~~ capital stock exchange, ~~which~~asset ~~consists~~acquisition, ofstock ~~interest~~purchase, onrecapitalization, ~~marketable~~reorganization ~~securities~~or ~~held~~other insimilar ~~the~~business ~~Trust~~combination ~~Account~~with one or more businesses or entities (“Business Combination”). We intend to effectuate our initial Business Combination using cash derived from the proceeds of $1our initial public offering (“Initial Public Offering”),~~766,931~~ ~~and~~including ~~interest~~the ~~income~~partial exercise inof the ~~operating~~underwriters’ ~~bank~~over-allotment ~~account~~option, and the private placements of ~~$1,412,~~the ~~offset~~private byplacement ~~formation~~warrants (“Private Placement Warrants”) that occurred simultaneously with the Initial Public Offering and ~~operating~~the ~~costs~~closing of ~~$662~~the partial exercise of such over-allotment option (collectively,~~964~~ ~~and~~the a“Private ~~provision~~Placement”), ~~for~~our ~~income~~capital ~~taxes~~stock, debt or a combination of ~~$360~~cash,~~852~~ stock and debt.

~~For the three months ended March 31, 2022, we~~We ~~had~~expect ato ~~net~~continue ~~loss~~to ofincur ~~$378,121,~~significant ~~which consists of formation and operating~~ costs ~~of $416,537 and an unrealized loss on marketable securities held~~ in the ~~Trust~~pursuit ~~Account~~ of ~~$2,628,~~our ~~offset~~acquisition byplans. ~~interest~~We oncannot ~~marketable~~assure ~~securities~~you ~~held~~that inour ~~the~~plans ~~Trust~~to ~~Account of $41,044 and interest income~~complete inour ~~the~~initial ~~operating~~Business ~~bank~~Combination ~~account~~will ofbe ~~$26~~successful.

~~Liquidity and Capital Resources~~Recent Developments

Until the consummation of our Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B common stock, par value $0.0001 per share (“Founder Shares”), by the Sponsor and loans from the Sponsor.Extension

On April ~~October 13~~4, ~~2021~~2023, we ~~consummated~~held ~~our~~a ~~Initial Public~~special ~~Offering~~meeting in lieu of ~~15,000,000~~the ~~units~~2023 annual meeting of our stockholders (the “~~Units~~Special Meeting”). At the Special Meeting, atour ~~$10.00~~stockholders ~~per~~approved, ~~Unit~~among other things, ~~generating~~a ~~total~~proposal ~~gross~~to ~~proceeds~~amend our Amended and Restated Certificate of ~~$150~~Incorporation (as amended,~~000,000.~~ ~~Simultaneously with~~our ~~the~~“Amended ~~consummation~~and Restated Certificate of ~~our~~Incorporation”) ~~Initial~~to ~~Public~~extend ~~Offering,~~the date by which we ~~consummated~~must consummate an initial Business Combination (the ~~private~~“Extension”) ~~placement~~from ofApril an13, ~~aggregate~~2023 ofto 6October 13,~~200,000~~ ~~Private~~2023 ~~Placement~~or such earlier date as determined by our ~~Warrants~~board toof ~~the~~directors. The Sponsor ~~and~~or ~~Stifel~~its ~~Venture~~designees ~~Corp.~~will deposit into the Trust Account $140,000, as a loan (~~“Stifel~~a ~~Venture~~“Contribution”), and anthe ~~affiliate~~Sponsor ofor ~~Stifel,~~its ~~Nicolaus~~designee &making ~~Company~~such Contribution, ~~Incorporated (~~a “~~Stifel~~Contributor”), ~~one~~on each of ~~the~~April ~~representatives~~13, of2023 and the ~~underwriters~~13th day of each ~~our~~subsequent ~~Initial~~calendar ~~Public~~month ~~Offering~~until (but excluding) October 13, at2023 (each such date, a ~~price~~“Contribution ofDate”) ~~$1.00~~or ~~per~~such ~~Private~~earlier ~~Placement~~date ~~Warrant~~that we determine we will liquidate. If a Contributor fails to make a Contribution by an applicable Contribution Date, ~~generating~~we ~~total~~will ~~gross~~liquidate and ~~proceeds~~dissolve as soon as practicable after such date and in accordance with our Amended and Restated Certificate of ~~$6,200,000~~Incorporation.

On April ~~October 19~~10, ~~2021~~2023, ~~the~~in ~~underwriters~~connection ofwith ~~our Initial Public Offering notified us of their exercise of~~ the ~~over-allotment~~implementation ~~option in part and concurrent forfeiture~~ of the ~~remaining portion of such option. As such~~Extension, onall ~~October~~holders ~~22,~~of ~~2021,~~our ~~the~~Class ~~underwriters~~B ~~purchased~~common 1stock,~~500,000~~ ~~additional~~par ~~Units~~value at $100.000001 per ~~additional Unit upon~~ ~~the~~share ~~closing~~(“Class ofB ~~the~~common ~~partial~~stock”), ~~exercise~~voluntarily ofelected ~~the~~to ~~over-allotment~~convert ~~option,~~all ~~generating~~shares ~~total gross proceeds~~ of ~~$15,000,000.~~Class ~~Simultaneously~~B ~~with the~~common ~~closing~~stock ofto ~~the~~shares ~~partial exercise~~ of ~~the~~our ~~over-allotment~~Class A ~~option~~common stock, wepar ~~consummated~~value ~~the~~$0.0001 ~~private~~per ~~placement~~share of(“Class anA ~~aggregate~~common ~~of 375~~stock”),~~000~~ ~~additional Private~~on ~~Placement~~a ~~Warrants~~one-for-one tobasis ~~the~~in ~~Sponsor~~accordance ~~and~~with ~~Stifel~~our ~~Venture~~Amended and atRestated ~~$1.00~~Certificate ~~per~~of ~~additional~~Incorporation ~~Private Placement Warrant~~(collectively, ~~generating~~the ~~total~~“Class ~~gross proceeds~~B ~~of $375,000~~Conversion”).

~~Of the aggregate 16~~Additionally,~~500,000 Units sold~~ in ~~our Initial~~connection ~~Public Offering, 14,857,500 Units were purchased by certain qualified institutional buyers or institutional accredited investors that are not affiliated~~ with ~~us,~~ the ~~Sponsor,~~implementation ~~our directors or any member~~ of ~~our management team (~~the ~~“anchor~~Extension, ~~investors”). In connection with the closing of~~ our ~~Initial~~public ~~Public~~stockholders ~~Offering,~~redeemed ~~each anchor investor acquired from the Sponsor an indirect economic interest in certain Founder Shares (937~~11,~~500~~584,852 ~~Founder~~public ~~Shares~~shares ~~in the aggregate)~~ at a ~~purchase~~redemption price of approximately $0.10.31 per share., ~~The~~for ~~Sponsor~~an ~~has~~aggregate ~~agreed~~redemption ~~to distribute~~amount ~~such~~of ~~Founder~~$119,387,173 ~~Shares to~~ (the ~~anchor investors pro rata based on their indirect ownership interest in such Founder Shares after the completion of our initial Business Combination~~“Redemption”).

~~Following our Initial Public Offering, including~~Upon ~~the~~completion ~~partial exercise~~ of the ~~over-allotment~~Class ~~option,~~B Conversion and the ~~Private Placement~~Redemption, ~~a total of $166~~9,~~650~~040,~~000~~148 ~~was~~shares ~~placed~~of inClass ~~the~~A ~~Trust~~common ~~Account. We~~stock ~~incurred~~and ~~$15,892,398~~no inshares ~~Initial Public Offering related costs, consisting~~ of ~~$2,475,000~~Class ofB ~~underwriting~~common ~~fees, $6,600,000 of deferred~~stock ~~underwriting~~remain ~~fees,~~issued ~~$541,773 of other offering costs,~~ and ~~$6,275,625 for the fair value of the Founder Shares attributable to the anchor investors~~outstanding.

For the three months ended March 31, 2023, cash used in operating activities was $208,318. Net income of $744,527 was affected by interest on marketable securities held in the Trust Account of $1,766,931 and a deferred tax benefit of $293,564. Changes in operating assets and liabilities reflected a source of cash of $1,107,650 from operating activities during such period.19

17Promissory Note

~~For~~On April ~~the three months ended March 31~~10, ~~2022~~2023, ~~cash used~~ in ~~operating~~connection ~~activities~~with ~~was~~the ~~$431,578.~~implementation ~~Net loss~~ of ~~$378~~the Extension,~~121~~ ~~was~~we ~~affected~~issued byan ~~interest~~unsecured ~~earned~~promissory onnote ~~marketable~~(the ~~securities~~“New ~~held~~Promissory Note”) in the ~~Trust Account~~principal amount of up to $41840,~~044~~000 ~~and~~to anthe ~~unrealized~~Sponsor, ~~loss~~which onmay ~~marketable~~be ~~securities~~drawn ~~held~~down in ~~the~~connection ~~Trust~~with ~~Account~~the ofContributions ~~$2,628. Changes in operating assets and~~by ~~liabilities~~the ~~used~~Sponsor ~~$15,041~~or ofits ~~cash~~designees ~~for~~to ~~operating~~the ~~activities~~Trust Account.

AsThe New ofPromissory ~~March~~Note ~~31,~~does ~~2023,~~not webear ~~had~~interest ~~cash~~ and ~~marketable~~ ~~securities~~the ~~held~~principal inbalance ~~the~~will ~~Trust~~be ~~Account~~payable ofon ~~$170,529,598~~the earlier of: (~~including~~i) ~~approximately~~the ~~$3,879,598~~date ofon ~~interest~~which ~~income~~we ~~and~~consummate ~~unrealized~~our ~~gains)~~initial ~~consisting~~Business ofCombination ~~money~~and ~~market~~(ii) ~~funds~~the date that ~~invest~~our inwinding ~~U.S.~~up ~~Treasury~~is ~~securities~~effective. ~~Interest~~The ~~income~~New onPromissory ~~the~~Note ~~balance~~is insubject ~~the~~to customary ~~Trust~~events ~~Account~~of ~~may~~default, bethe ~~used~~occurrence byof uscertain toof ~~pay~~which ~~taxes.~~automatically ~~From~~triggers ~~inception~~the ~~through~~unpaid ~~March~~principal ~~31,~~balance ~~2023,~~of wethe ~~withdrew~~New anPromissory ~~aggregate~~Note and ofall ~~$576,879~~other ~~in interest~~sums ~~earned~~payable ~~from~~with regard to the ~~Trust~~New ~~Account~~Promissory toNote ~~pay~~becoming ~~for~~immediately ~~taxes,~~due ~~respectively~~and payable.

WeAs ~~intend to use substantially all~~ of ~~the~~June ~~funds held~~30, ~~in the Trust Account~~2023, ~~including~~we ~~any~~have ~~amounts~~borrowed ~~representing~~$420,000 under ~~interest earned on~~ the ~~Trust~~New ~~Account~~Promissory ~~(less~~Note. ~~deferred~~Subsequent ~~underwriting~~to ~~commissions and~~June ~~taxes~~30, ~~payable)~~2023, ~~to complete our initial Business Combination. To~~ the ~~extent~~Sponsor ~~that~~contributed ~~our~~an ~~capital~~additional ~~stock or debt is used~~$140,000 ~~in whole or in part, as consideration~~ to ~~complete~~us ~~our~~under ~~initial Business Combination,~~ the ~~remaining~~New ~~proceeds held in the Trust Account will be used as~~Promissory ~~working~~Note. ~~capital~~As toof ~~finance~~ the ~~operations~~date of ~~the~~this ~~target~~filing, ~~business~~the oroutstanding ~~businesses,~~balance ~~make~~under ~~other~~the ~~acquisitions~~New ~~and~~Promissory ~~pursue~~Note ~~our~~was ~~growth strategies~~$560,000.

~~As of March 31, 2023, we had cash of $226,355~~Nasdaq held outside of the Trust Account. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial business combination.Notice

InOn May ~~order~~2, to2023, ~~fund~~we ~~working~~received ~~capital~~a ~~deficiencies or~~written ~~finance~~notice ~~transaction~~from ~~costs~~the inListing ~~connection~~Qualifications ~~with~~Department ~~our~~of ~~initial~~The ~~Business~~Nasdaq ~~Combination,~~Stock ~~the~~Market ~~Sponsor~~LLC or(“Nasdaq”) indicating ~~our~~that ~~officers,~~we ~~directors~~are ornot ~~their~~in ~~affiliates may,~~compliance ~~but~~with ~~are~~Nasdaq ~~not~~Listing ~~obligated~~Rule ~~to,~~5450(a)(2) ~~loan~~(the us“Minimum ~~funds~~Total asHolders ~~may~~Rule”), bewhich ~~required.~~requires us Ifto wehave ~~complete~~at ~~our~~least ~~initial~~400 ~~Business~~total ~~Combination,~~holders wefor ~~would~~continued ~~repay~~listing ~~such loaned~~on ~~amounts.~~the InNasdaq ~~the~~Global ~~event~~Market. ~~that~~The ~~our~~Notice ~~initial~~is ~~Business~~only ~~Combination~~a ~~does~~notification of deficiency, not ~~close~~of imminent delisting, ~~such~~and ~~loaned~~has ~~amounts~~no ~~would~~current beeffect ~~forgiven.~~on Upthe tolisting ~~$1,500,000~~ or trading of ~~such~~our ~~working~~securities ~~capital~~on ~~loans~~the ~~may~~Nasdaq beGlobal ~~convertible~~Market. ~~into~~On ~~warrants~~June 15, of2023, ~~the~~we ~~post-combination~~provided ~~entity~~Nasdaq atwith a ~~price~~plan ofto ~~$1.00~~regain ~~per~~compliance ~~warrant.~~with ~~The~~the ~~warrants would~~Minimum beTotal ~~identical~~Holders toRule within the ~~Private~~required ~~Placement Warrants~~timeframe.

~~Going~~Subsequent to ~~Concern~~the period covered by this Quarterly Report, on July 5, 2023, Nasdaq accepted our plan and granted us an extension until October 30, 2023 to evidence compliance with the Minimum Total Holders Rule.

~~As of March 31, 2023, the Company had cash~~Results of $226,355 in its operating bank accounts, $170,529,598 of cash and marketable securities held in the Trust Account to be used for an initial Business Combination or to repurchase or redeem stock in connection therewith and working capital deficit of $1,956,166, which excludes franchise taxes payable of $50,000 and income taxes payable of $655,096, of which such amount will be paid from interest earned on the Trust Account. As of March 31, 2023, $3,879,598 of the amount on deposit in the Trust Account represented interest income that is available to pay the Company’s tax obligations.Operations

We have ~~may~~neither ~~raise~~engaged ~~additional~~in ~~capital~~any operations nor generated any revenues to date. Our only activities through ~~loans or~~June ~~additional~~30, ~~investments~~2023 ~~from~~were ~~the~~organizational activities, ~~Sponsor~~those ornecessary to prepare for our ~~stockholders~~Initial Public Offering, ~~officers~~described below, ~~directors~~and, orsubsequent ~~third~~to ~~parties.~~our ~~Our~~Initial ~~officers~~Public ~~and directors~~Offering, ~~the~~ ~~Sponsor~~identifying ora ~~their~~target ~~affiliates~~company ~~may~~for ~~but~~our ~~are~~initial ~~not~~Business ~~obligated~~Combination toand ~~loan~~implementing usthe ~~funds,~~Extension. ~~from~~We ~~time~~do not expect to ~~time,~~generate inany ~~whatever~~operating revenues ~~amount~~until ~~they~~after ~~deem~~the ~~reasonable~~completion ~~in their~~of ~~sole~~our ~~discretion~~initial Business Combination, toat ~~meet~~the ~~our~~earliest. ~~working~~We ~~capital~~generate ~~needs.~~non-operating ~~Based~~income onin the ~~foregoing,~~form of weinterest doincome ~~not~~on ~~believe~~marketable wesecurities ~~will~~held ~~have~~in ~~sufficient~~the ~~cash~~trust toaccount ~~meet our~~established ~~needs~~for ~~through~~ the ~~earlier~~benefit of ~~consummation~~our ofpublic astockholders ~~Business~~(the ~~Combination~~“Trust Account”), orwith ~~October 13,~~Continental ~~2023,~~Stock orTransfer ~~such~~& ~~earlier~~Trust ~~date~~Company acting as ~~determine~~trustee. ~~by our~~We ~~board~~incur ofexpenses ~~directors,~~as ~~the~~a ~~deadline~~result toof ~~complete~~being a ~~Business~~public company ~~Combination~~(for ~~pursuant~~legal, tofinancial ~~our~~reporting, ~~Amended~~accounting and ~~Restated~~auditing ~~Certificate~~compliance), ofas ~~Incorporation~~well as for due diligence expenses in connection with ~~(unless~~searching ~~otherwise~~for, ~~amended~~and bycompleting, ~~stockholders)~~an initial Business Combination.

~~As a result, we will need to obtain additional~~For ~~financing~~the ~~either~~three tomonths ~~complete~~ended ~~our~~June ~~initial~~30, ~~Business~~2023, ~~Combination or because~~ we ~~become~~had ~~obligated~~net toincome ~~redeem a significant number~~ of ~~our public shares upon completion of our initial Business Combination~~$424,189, in which ~~case~~consists weof ~~may~~interest ~~issue~~on ~~additional~~marketable securities orheld ~~incur debt~~ in ~~connection~~the ~~with~~Trust ~~such~~Account ~~Business~~of ~~Combination. Subject to compliance with applicable securities laws~~$765,651 weand ~~would~~interest ~~only~~income ~~complete~~in ~~such~~the ~~financing~~operating ~~simultaneously with~~bank ~~the~~account ~~completion~~ of ~~our initial Business Combination. If we do not complete our initial Business Combination because we do not have sufficient funds available to us~~$4,435, weoffset ~~will~~by beformation ~~forced to cease operations~~ and ~~liquidate~~operating ~~the~~costs ~~Trust~~of ~~Account. In addition~~$194, ~~following our initial~~679 ~~Business~~and ~~Combination,~~a ifprovision ~~cash~~for onincome ~~hand~~taxes isof ~~insufficient~~$151, ~~we may need to obtain additional financing in order to meet our obligations~~218.

18For the three months ended June 30, 2022, we had a net loss of $1,739,244, which consists of formation and operating costs of $1,992,260, and an unrealized loss on marketable securities held in the Trust Account of $12,775, offset by interest on marketable securities held in the Trust Account of $265,774 and interest income on the operating bank account of $17. Our formation and operational costs incurred during the quarter were largely attributed to expenses related to our search for an initial Business Combination target.

~~If we do not consummate an initial Business Combination,~~For orthe ~~seek~~six ~~and~~months ~~extension,~~ended byJune ~~October 13~~30, 2023, ~~there~~we ~~will~~had benet aincome ~~mandatory~~of ~~liquidation~~$1,168,716, ~~and~~which ~~subsequent~~consists ~~dissolution~~ of ~~the~~interest ~~Company.~~on Inmarketable ~~connection with~~securities ~~the~~held ~~Company’s assessment of going concern considerations~~ in ~~accordance with Financial Accounting Standards Board’s (“FASB”)~~the ~~Accounting~~Trust ~~Standards~~Account ~~Codification (“ASC”) Topic 205-40, “Presentation~~ of ~~Financial Statements - Going Concern~~$2,~~” we~~532,582 ~~have~~and ~~determined~~interest ~~that~~income in the ~~liquidity~~operating ~~condition~~bank ~~due~~account toof ~~insufficient~~$5,847, ~~working~~offset ~~capital~~by formation and ~~mandatory~~operating ~~liquidation,~~costs ~~should~~of ~~an initial Business Combination not occur~~$857, 643 and ~~potential subsequent dissolution raises substantial doubt about our ability to continue as~~ a ~~going~~provision ~~concern~~ for atincome ~~least~~taxes ~~one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts~~ of ~~assets or liabilities should we be required to liquidate after October 13~~$512, ~~2023~~070. ~~The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.~~

~~Off-Balance~~For the ~~Sheet~~six ~~Arrangements~~months ended June 30, 2022, we had a net loss of $2,117,365, which consists of formation and operating costs of $2,408,823, and an unrealized loss on marketable securities held in the Trust Account of $15,403, offset by interest on marketable securities held in the Trust Account of $306,818 interest income on the operating bank account of $43. Our formation and operational costs incurred during the quarter were largely attributed to expenses related to our search for a Business Combination target.

~~We did not have any off-balance sheet arrangements~~Liquidity asand ofCapital ~~March 31, 2023.~~Resources

~~Contractual~~Until ~~Obligations~~the consummation of our Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B common stock (“Founder Shares”), by the Sponsor and loans from the Sponsor.

WeOn October do13, ~~not~~2021, ~~have~~we ~~any~~consummated ~~long-term~~our ~~debt~~Initial ~~obligations, capital~~Public ~~lease~~Offering ~~obligations~~of 15,000,000 ~~operating~~units ~~lease obligations~~(“Units”), ~~purchase~~at ~~obligations~~$10.00 orper ~~other~~Unit, ~~long-term~~generating total ~~liabilities,~~gross ~~other~~proceeds ~~than~~of an$150,000,000. ~~agreement~~Simultaneously ~~to pay~~with the ~~Sponsor~~consummation aof ~~monthly~~our ~~fee~~Initial ofPublic ~~$25~~Offering,~~000~~ ~~for~~we ~~general~~consummated ~~and~~the ~~administrative~~private placement ~~services,~~of ~~including~~an ~~office~~aggregate ~~space~~of 6,200,000 ~~utilities~~Private ~~and~~Placement ~~administrative support.~~Warrants Weto ~~began~~the ~~incurring~~Sponsor ~~these~~and ~~fees~~Stifel onVenture ~~October~~Corp. 7,(“Stifel ~~2021~~Venture”), an ~~and~~affiliate ~~will~~of ~~continue~~Stifel, toNicolaus ~~incur~~& ~~these~~Company, ~~fees~~Incorporated ~~monthly~~(“Stifel”), ~~until~~one of the ~~earlier~~representatives of the ~~completion~~underwriters of our Initial Public Offering, at a price of ~~our~~$1.00 ~~initial~~per ~~Business~~Private ~~Combination~~Placement ~~and~~Warrant, ~~our~~generating ~~liquidation~~total gross proceeds of $6,200,000.

The underwriters of our Initial Public Offering are entitled to a deferred fee of $0.40 per Unit sold in our Initial Public Offering, or $6,600,000 in the aggregate. Subject to the terms of the underwriting agreement, the deferred fee (i) will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete our initial Business Combination and (ii) will be waived by the underwriters in the event that we do not complete our initial Business Combination.20

~~Critical~~On October ~~Accounting~~19, ~~Policies~~2021, the underwriters of our Initial Public Offering notified us of their exercise of the over-allotment option in part and ~~Estimates~~concurrent forfeiture of the remaining portion of such option. As such, on October 22, 2021, the underwriters purchased 1,500,000 additional Units at $10.00 per additional Unit upon the closing of the partial exercise of the over-allotment option, generating total gross proceeds of $15,000,000. Simultaneously with the closing of the partial exercise of the over-allotment option, we consummated the private placement of an aggregate of 375,000 additional Private Placement Warrants to the Sponsor and Stifel Venture at $1.00 per additional Private Placement Warrant, generating total gross proceeds of $375,000.

~~The~~Of the ~~preparation~~aggregate of16,500,000 ~~financial~~Units ~~statements~~sold ~~and~~in ~~related~~our Initial Public Offering, 14,857,500 Units were purchased by certain qualified institutional ~~disclosures~~buyers inor ~~conformity~~institutional ~~with~~accredited ~~accounting~~investors ~~principles~~that ~~generally~~are ~~accepted~~not inaffiliated with us, the ~~United~~Sponsor, ~~States~~our ofdirectors ~~America~~or ~~requires~~any ~~management~~member toof ~~make~~our ~~estimates~~management ~~and~~team ~~assumptions~~(the ~~that~~“anchor ~~affect~~investors”). ~~the~~In ~~reported~~connection ~~amounts~~with the closing of ~~assets~~our ~~and~~Initial ~~liabilities~~Public Offering, ~~disclosure~~each ofanchor ~~contingent~~investor ~~assets~~acquired from ~~and~~the ~~liabilities~~Sponsor atan indirect economic interest in certain Founder Shares (937,500 Founder Shares in the ~~date~~aggregate) at a purchase price of ~~the~~$0.10 ~~financial~~per ~~statements,~~share. ~~and~~The ~~income~~Sponsor ~~and~~has ~~expenses~~agreed ~~during~~to ~~the~~distribute ~~period~~such ~~reported.~~Founder ~~Actual~~Shares ~~results~~to ~~could~~the ~~materially~~anchor ~~differ~~investors ~~from~~pro ~~those~~rata ~~estimates.~~based on their indirect Weownership ~~have~~interest ~~identified~~in such Founder Shares after the ~~following~~completion ~~critical~~of ~~accounting~~our ~~policies:~~ initial Business Combination.

~~Class A~~Following our ~~Common~~Initial ~~Stock~~Public ~~Subject~~Offering, toincluding ~~Possible~~the partial exercise of the over-allotment option, and the Private Placement, a total of $166,650,000 ~~Redemption~~was placed in the Trust Account. We incurred $15,892,398 in Initial Public Offering related costs, consisting of $2,475,000 of underwriting fees, $6,600,000 of deferred underwriting fees, $541,773 of other offering costs, and $6,275,625 for the fair value of the Founder Shares attributable to the anchor investors.

~~We account for our Class A common stock subject~~For ~~to possible redemption in accordance with~~ the ~~guidance~~six inmonths ~~ASC~~ended ~~Topic~~June ~~480~~30, ~~“Distinguishing~~2023, ~~Liabilities~~cash ~~from~~used ~~Equity.”~~in ~~Shares~~operating ~~of Class~~activities Awas ~~common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value~~$619,260. ~~Conditionally redeemable~~Net ~~shares~~income of ~~Class~~$1,168,716 Awas ~~common~~affected ~~stock~~by ~~(including Class A common stock that features redemption rights that is either within the control~~interest ofon ~~the~~marketable ~~holder~~securities orheld ~~subject~~in ~~to redemption upon~~ the ~~occurrence~~Trust Account of ~~uncertain~~$2,532,582 ~~events~~and ~~not~~a ~~solely~~deferred ~~within~~tax ~~our~~benefit ~~control) are classified as temporary equity. At all other times, shares~~ of ~~Class A common stock are classified as stockholders’ equity~~$293,564. ~~Our~~Changes ~~Class~~in Aoperating ~~common stock features~~assets ~~certain~~and ~~redemption~~liabilities ~~rights~~reflected ~~that~~a ~~are~~source ~~considered to be outside~~ of ~~our~~cash ~~control and subject to occurrence~~ of ~~uncertain future events. Accordingly~~$1, ~~Class A common stock subject to possible redemption is presented at redemption value as temporary equity~~038,170 ~~outside~~from ofoperating ~~the~~activities ~~stockholders’ deficit~~during ~~section~~such ~~of our balance sheets~~period.

19For the six months ended June 30, 2022, cash used in operating activities was $656,437. Net loss of $2,117,365 was affected by interest earned on marketable securities held in the Trust Account of $306,818 and an unrealized loss on marketable securities held in the Trust Account of $15,403. Changes in operating assets and liabilities used $1,752,343 of cash for operating activities.

~~Share-Based~~As of ~~Payment~~June ~~Arrangements~~30, 2023, we had cash and marketable securities held in the Trust Account of $51,589,642 (including approximately $1,526,647 of interest income and unrealized gains) consisting of money market funds that invest in U.S. Treasury securities. Interest income on the balance in the Trust Account may be used by us to pay taxes. From inception through June 30, 2023, we withdrew an aggregate of $1,315,313 in interest earned from the Trust Account to pay for taxes and $119,387,173 was withdrawn in connection with the redemption of Class A common stock.

We intend ~~measure~~to ~~and~~use ~~recognize~~substantially ~~compensation~~all ~~expense for~~of ~~all~~the ~~share-based~~funds ~~payments~~held onin ~~their~~the ~~estimated~~Trust ~~fair~~Account, ~~values~~including ~~measured~~any asamounts ofrepresenting ~~the~~interest ~~grant~~earned ~~date.~~on ~~These~~the ~~costs~~Trust Account ~~are~~(less ~~recognized~~deferred asunderwriting ancommissions ~~expense~~and ~~in the~~taxes ~~statements~~payable), ofto ~~operations~~complete ~~upon~~our ~~vesting,~~initial ~~once~~Business Combination. To the ~~applicable~~extent ~~performance~~that our ~~conditions~~capital ~~are~~stock ~~met~~or debt is used, ~~with~~in anwhole ~~offsetting~~or ~~increase~~in part, as consideration to ~~additional~~complete our initial Business Combination, the remaining ~~paid-~~proceeds held in ~~capital.~~the ~~Forfeitures~~Trust ~~are~~Account ~~recognized~~will be used as ~~they~~working ~~occur~~capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

~~Net~~As ~~Income~~of ~~(Loss)~~June ~~per~~30, ~~Common~~2023, ~~Share~~we had cash of $553,847 held outside of the Trust Account. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial Business Combination.

~~Net~~In order ~~income~~to ~~(loss)~~fund ~~per~~working ~~common~~capital ~~share~~deficiencies ofor ~~common~~finance ~~stock is~~transaction ~~computed~~costs byin ~~dividing~~connection ~~net~~with ~~income~~our ~~(loss)~~initial byBusiness Combination, the ~~weighted~~Sponsor or ~~average~~our ~~number~~officers, ofdirectors ~~common~~or ~~shares~~their ~~issued~~affiliates ~~and~~may, ~~outstanding~~but ~~during~~are ~~the~~not ~~period.~~obligated ~~Subsequent measurement~~to, ofloan ~~the~~us ~~redeemable~~funds ~~shares~~as ofmay ~~Class~~be Arequired. ~~common~~If ~~stock~~we iscomplete ~~excluded~~our ~~from~~initial Business ~~income~~Combination, ~~(loss)~~we ~~per~~would ~~ordinary~~repay ~~share~~such asloaned ~~the~~amounts. ~~redemption~~In ~~value approximates~~the ~~fair~~event ~~value.~~that Weour ~~calculate~~initial ~~our~~Business ~~earnings~~Combination ~~per~~does ~~share~~not toclose, ~~allocate~~such ~~net~~loaned amounts ~~income~~would ~~(loss)~~be ~~pro~~forgiven. ~~rata~~Up to ~~shares~~$1,500,000 of ~~Class~~such Aworking ~~and~~capital ~~Class~~loans Bmay ~~common stock.~~be ~~This~~convertible ~~presentation~~into ~~contemplates~~warrants aof ~~Business Combination as~~ the ~~most~~post-combination ~~likely~~entity at ~~outcome,~~a inprice ~~which~~of ~~case,~~$1.00 ~~both~~per ~~classes~~warrant. ofThe ~~common~~warrants ~~stock~~would ~~share pro~~be ~~rata~~identical into the ~~income~~Private ~~(losses)~~Placement ~~of our Company~~Warrants.

~~Income Taxes~~Going Concern

WeAs ~~account~~of ~~for~~June ~~income taxes under ASC 740~~30, ~~“Income Taxes.” ASC 740~~2023, ~~Income~~we ~~Taxes,~~had ~~requires~~cash ~~the recognition~~ of ~~deferred~~$553,847 ~~tax assets and liabilities for both the expected impact of differences~~in ~~between~~our ~~the~~operating ~~financial~~bank ~~statements~~accounts, ~~and~~$51,589,642 ~~tax basis~~ of ~~assets~~cash and ~~liabilities~~marketable ~~and~~securities ~~for~~held in the ~~expected~~Trust ~~future~~Account ~~tax benefit~~ to be ~~derived~~used ~~from~~for ~~tax~~an initial Business ~~loss~~Combination ~~and~~or ~~tax~~to ~~credit~~repurchase ~~carry~~or ~~forwards.~~redeem ~~ASC~~stock ~~740~~in ~~additionally~~connection ~~requires~~therewith and a ~~valuation~~working ~~allowance~~capital todeficit beof ~~established~~$3,710,282, ~~when~~which itexcludes isfranchise taxes ~~more~~payable ~~likely~~of ~~than not~~$20,000 ~~that~~and ~~all~~income ortaxes apayable ~~portion~~of $777,384, of ~~deferred~~which ~~tax~~such ~~assets~~amount will ~~not~~ be ~~realized.~~paid Wefrom ~~also recognized accrued~~ interest ~~and~~earned ~~penalties~~on ~~related~~the toTrust ~~unrecognized~~Account ~~tax benefits~~ as ~~income~~well ~~tax expense. We have identified the United States~~ as ~~our~~$629,504 ~~only~~not ~~“major”~~yet ~~tax~~remitted ~~jurisdiction.~~by Weus ~~are~~for ~~subject to~~ income ~~taxation by major taxing authorities since inception~~taxes. ~~These~~As ~~examinations~~of ~~may~~June ~~include~~30, ~~questioning~~2023, ~~the~~$1,526,647 ~~timing and amount~~ of ~~deductions,~~ the ~~nexus~~amount ofon ~~income~~deposit ~~among~~in ~~various tax jurisdictions and compliance with federal and state tax laws. We do not expect that~~ the ~~total~~Trust ~~amount~~Account ofrepresented ~~unrecognized~~interest ~~tax~~income ~~benefits~~that ~~will~~is ~~materially~~available ~~change~~to ~~over~~pay the ~~next~~Company’s ~~twelve~~tax ~~months~~obligations.

~~Recent~~We ~~Accounting~~may ~~Standards~~raise additional capital through loans or additional investments from the Sponsor or our stockholders, officers, directors, or third parties. Our officers and directors, the Sponsor or their affiliates may but are not obligated to loan us funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Based on the foregoing, we do not believe we will have sufficient cash to meet our needs through the earlier of consummation of a Business Combination or October 13, 2023, or such earlier date as determined by our board of directors, the deadline to complete a Business Combination pursuant to our Amended and Restated Certificate of Incorporation (unless otherwise amended by stockholders).

~~Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.~~21

~~Item~~As a 3result, we will need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. ~~Quantitative~~Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we do not complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and ~~Qualitative~~liquidate ~~Disclosures~~the Trust ~~About~~Account. ~~Market~~In ~~Risk~~addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

WeIf we ~~are~~do not consummate an initial Business Combination, or seek and extension, by October 13, 2023, there will be a ~~smaller~~mandatory ~~reporting~~liquidation and ~~company~~subsequent asdissolution ~~defined~~of the Company. In connection with the Company’s assessment of going concern considerations in accordance bywith ~~Rule~~Financial ~~12b~~Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-240, “Presentation of Financial Statements - Going Concern,” we have determined that the ~~Exchange~~liquidity ~~Act~~condition due to insufficient working capital and ~~are~~mandatory liquidation, should an initial Business Combination not ~~required~~occur, and potential subsequent dissolution raises substantial doubt about our ability to ~~provide~~continue as a going concern for at least one year from the ~~information~~date ~~otherwise~~that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should we be required ~~under~~to ~~this~~liquidate ~~item~~after October 13, 2023. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

~~Item~~Off-Balance Sheet ~~4. Controls and Procedures.~~Arrangements

~~Evaluation~~We did ofnot ~~Disclosure~~have ~~Controls~~any ~~and~~off-balance ~~Procedures~~sheet arrangements as of June 30, 2023.

~~Disclosure controls and procedures are designed~~Contractual to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.Obligations

~~Under~~We do ~~the~~not ~~supervision~~have ~~and~~any ~~with~~long-term ~~the~~debt ~~participation of~~obligations, ~~our~~capital ~~management~~lease obligations, ~~including~~operating ~~our~~lease ~~principal~~obligations, ~~executive~~purchase ~~officer~~obligations ~~and~~or ~~principal~~other ~~financial officer~~long-term liabilities, weother ~~conducted~~than an ~~evaluation~~agreement ofto pay the ~~effectiveness of~~Sponsor ~~our~~a ~~disclosure~~monthly ~~controls~~fee ~~and~~of ~~procedures~~$25,000 ~~(as~~for ~~defined~~general inand ~~Rules~~administrative ~~13a-15(e)~~services, ~~and~~including ~~15d-15(e)~~office space, ~~under~~utilities ~~the~~and ~~Exchange~~administrative ~~Act)~~support. asWe ofbegan ~~March~~incurring ~~31,~~these ~~2023.~~fees ~~Based~~ on ~~this~~October ~~evaluation~~7, ~~our~~2021, ~~principal~~and ~~executive~~will ~~officer~~continue ~~and~~to ~~principal~~incur ~~financial~~these ~~officer~~fees monthly ~~have~~until ~~concluded~~the ~~that,~~earlier as of ~~March~~the ~~31,~~completion ~~2023,~~of our ~~disclosure controls~~initial ~~and~~Business ~~procedures~~Combination ~~were~~and ~~effective~~our liquidation.

~~Changes~~The underwriters of our Initial Public Offering are entitled to a deferred fee of $0.40 per Unit sold in ~~Internal~~our ~~Control~~Initial ~~Over~~Public ~~Financial~~Offering, or ~~Reporting~~$6,600,000 in the aggregate. Subject to the terms of the underwriting agreement, the deferred fee (i) will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete our initial Business Combination and (ii) will be waived by the underwriters in the event that we do not complete our initial Business Combination.

~~There~~On ~~were~~April no10, ~~changes~~2023, in ~~our~~connection ~~internal~~with ~~control~~the implementation ~~over~~of ~~financial~~the ~~reporting~~Extension, ~~(as~~we ~~defined~~issued inthe ~~Rules~~New ~~13a-15(f)~~Promissory ~~and 15d-15(f~~Note) ~~under~~in the ~~Exchange~~principal ~~Act)~~amount ~~during~~of ~~the~~up ~~first~~to ~~fiscal~~$840,000 ~~quarter~~to ofthe ~~2023 covered~~Sponsor, bywhich ~~this~~may ~~Quarterly~~be ~~Report~~drawn ~~that~~down in ~~have~~connection ~~materially~~with ~~affected,~~the orContributions ~~are~~by ~~reasonably~~the ~~likely~~Sponsor toor ~~materially~~its ~~affect,~~designees ~~our~~to ~~internal~~the ~~control~~Trust ~~over financial reporting~~Account.

20The New Promissory Note does not bear interest and the principal balance will be payable on the earlier of: (i) the date on which we consummate our initial Business Combination and (ii) the date that the winding up of the Company is effective. The New Promissory Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the New Promissory Note and all other sums payable with regard to the New Promissory Note becoming immediately due and payable. As of June 30, 2023, the outstanding balance of the New Promissory Note was $420,000. Subsequent to June 30, 2023, the Sponsor contributed an additional $140,000 to us under the New Promissory Note. As of the date of this filing, the outstanding balance under the New Promissory Note was $560,000.

~~PART~~Critical Accounting IIPolicies -and ~~OTHER INFORMATION~~Estimates

~~Item~~The preparation 1of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the period reported. ~~Legal~~Actual results ~~Proceedings~~could materially differ from those estimates. We have identified the following critical accounting policies:

~~None.~~Class A Common Stock Subject to Possible Redemption

~~Item~~We account 1Afor our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” ~~Risk~~Shares ~~Factors~~of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of Class A common stock (including Class A common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of our balance sheets.

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K filed with the SEC on February 27, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. Except as set forth below, as of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on February 27, 2023, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.22

~~If we seek stockholder~~Share-Based ~~approval~~Payment of our initial Business Combination, our initial stockholders, executive officers and directors have agreed to vote in favor of such initial Business Combination, regardless of how our public stockholders vote, which may result in the approval of an initial Business Combination even if no public shares are voted in favor of such initial Business Combination.Arrangements

~~Unlike many other blank~~We ~~check~~measure ~~companies in which the founders, executive officers, directors~~ and ~~director~~recognize ~~nominees~~compensation ~~agree~~expense tofor ~~vote~~all ~~their~~share-based ~~Founder~~payments ~~Shares~~on in accordance with the majority of the votes cast by the public stockholders in connection with an initial Business Combination, our initial stockholders, executive officers and directors have agreed (and their ~~permitted~~estimated ~~transferees~~fair ~~will~~values ~~agree),~~measured ~~pursuant~~as ~~to the terms~~ of ~~a letter agreement entered into with us, to vote any common stock held by them in favor of our initial business combination. In connection with~~ the ~~Extension, the~~grant ~~Company redeemed 11,574,852 public shares and only 4,915,148 public shares remain outstanding~~date. ~~As a result, in addition to the Founder~~ ~~Shares~~These ~~held~~costs ~~by our initial stockholders, executive officers and directors, we would need only 395,075, or 8.0% (assuming all outstanding shares~~ are ~~voted),~~recognized oras ~~none~~an ~~(assuming~~expense ~~only~~in the ~~minimum~~statements ~~number~~ of ~~shares~~operations ~~representing~~upon ~~a quorum are voted)~~vesting, ofonce the ~~4,915,148~~applicable ~~public~~performance ~~shares outstanding~~conditions ~~after the Extension to be voted in favor of a transaction in order to have our initial Business Combination approved. Accordingly,~~are ~~if we seek stockholder approval of our initial Business Combination~~met, itwith isan ~~more~~offsetting ~~likely~~increase ~~that the necessary stockholder approval will be received than would be the case if such persons agreed~~ to ~~vote~~additional ~~their Founder Shares~~ paid-in ~~accordance~~capital. ~~with~~Forfeitures ~~the~~are ~~majority~~recognized ofas ~~the~~they ~~votes cast by our public stockholders~~occur.

21Net Income (Loss) per Common Share

~~The~~Net income ~~ability~~(loss) per common share of ~~our~~ ~~public~~common ~~stockholders~~stock tois ~~exercise~~computed ~~redemption~~by ~~rights~~dividing ~~with~~net ~~respect~~income to(loss) aby ~~large~~the weighted average number of ~~our~~common ~~public~~ shares, issued and outstanding during the ~~completed~~period. ~~redemptions~~ Subsequent measurement of ~~public~~the redeemable shares inof ~~connection~~Class ~~with~~A ~~the~~common ~~Extension,~~stock ~~could~~is ~~increase~~excluded from income (loss) per ordinary share as the ~~probability~~redemption ~~that~~value approximates fair value. We calculate our ~~initial~~earnings per share to allocate net income (loss) pro rata to shares of Class A and Class B common stock. This presentation contemplates a Business Combination ~~would~~as ~~not~~the bemost ~~consummated~~likely ~~and~~outcome, ~~that~~in ~~you~~which ~~would~~case, ~~have~~both toclasses ~~wait~~of ~~for~~common ~~liquidation~~stock share pro rata in ~~order~~the toincome ~~redeem~~(losses) ~~your~~of ~~public~~our ~~shares~~Company.

~~If our business combination~~Income agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would not be consummated is increased. This risk may be increasingly prevalent given recent high levels of redemptions among other SPACs seeking stockholder approval of certain charter amendments or completing their initial business combinations. This risk is magnified because we paid approximately $119.4 million out of the Trust Account to stockholders that redeemed their public shares in connection with the Extension. If our initial Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however, at such time our stock may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your stock in the open market.Taxes

AWe account ~~new~~for 1%income Utaxes under ASC 740, “Income Taxes.~~S. federal~~” ~~excise~~ASC 740, Income Taxes, requires the recognition of deferred tax ~~could~~assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be ~~imposed~~derived onfrom ustax inloss ~~connection~~and ~~with~~tax ~~redemptions~~credit bycarry usforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. We also recognized accrued interest and penalties related to unrecognized tax benefits as income tax expense. We have identified the United States as our ~~shares~~only “major” tax jurisdiction. We are subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, ~~including~~the innexus ~~connection~~of income among various tax jurisdictions and compliance with federal and state tax laws. We do not expect that the ~~Extension~~total amount of unrecognized tax benefits will materially change over the next twelve months.

~~On August 16, 2022, the Inflation Reduction~~Recent ~~Act of 2022~~Accounting (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.Standards

~~On December 27, 2022, the Treasury released~~Management ~~Notice 2023-2,~~does ~~which~~not ~~provides~~believe ~~taxpayers with interim guidance on the excise tax~~ that ~~may~~any berecently relied upon until the Internal Revenue Service issues proposed Treasury regulations on such matter. Notice 2023-2 includes as one of its exceptions to the excise tax a distribution in complete liquidation of a “covered corporation”issued, ~~such~~but ~~as ours, to which Sec. 331 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), applies (so long as Sec. 332(a) of the Code also does~~ not ~~also~~yet ~~apply). Although it remains uncertain whether~~effective, ~~and/or~~accounting ~~to what extent~~standards, ~~the~~if ~~excise~~currently ~~tax could apply to any redemptions of our public shares after December 31~~adopted, ~~2022,~~would ~~including~~have ~~any~~a ~~redemptions~~material ~~in connection with the Extension, our initial business combination or in the event we~~effect doon ~~not consummate~~ our ~~initial~~financial ~~business combination by August 13, 2023, we would not expect the excise tax to apply to redemptions of our public shares that occur during a taxable year in which we completely liquidate under Sec~~statements. ~~331 of the Code.~~

~~Any redemption or other repurchase that occurs~~Item after December 31, 2022 may be subject to the excise tax, including in connection with, our initial business combination, certain amendments to our Amended and Restated Certificate of Incorporation (including in connection with the Extension) or otherwise3. ~~Whether and~~Quantitative ~~to what extent we would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions~~ and ~~repurchases~~Qualitative inDisclosures ~~connection~~About ~~with~~Market the initial business combination, certain amendments to our charter (including in connection with the Extension) or otherwise, (ii) the structure of the initial business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the initial business combination (or otherwise issued not in connection with the initial business combination but issued within the same taxable year of the initial business combination) and (iv) the content of regulations and other guidance from the TreasuryRisk. In addition, because the excise tax would be payable by us and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete our initial business combination and in our ability to complete our initial business combination.

22We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 2 4. ~~Unregistered~~Controls ~~Sales of Equity Securities~~ and ~~Use of Proceeds~~Procedures.

~~On January 15, 2021, we issued an aggregate of~~Evaluation ~~5,750,000 Founder Shares to the Sponsor for an aggregate price~~ of ~~$25,000,~~Disclosure orControls approximately $0.004 per share, pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Sponsor subsequently transferred 25,000 Founder Shares to each of our independent directors, 276,000 Founder Shares to Stifel Venture and an aggregate of 50,000 Founder Shares to our strategic advisors, in each case at the same price originally paid for such shares. No underwriting discounts or commissions were paid with respect to such issuances. On each of July 27, 2021 and September 20, 2021, the Sponsor forfeited 718,750 Founder Shares, resulting in there being 4,312,500 Founder Shares issued and outstanding. On October 22, 2021, in connection with the underwriters’ election to partially exercise their over-allotment option and the forfeiture of the remaining portion of such over-allotment option, 175,500 and 12,000 Founder Shares were forfeited by the Sponsor and Stifel Venture, respectively, to us at no cost, and 4,125,000 Founder Shares remained outstanding. Procedures

~~On October 13, 2021, we consummated our Initial~~Disclosure ~~Public~~controls ~~Offering~~and ofprocedures ~~15,000,000~~are ~~Units.~~designed ~~The~~to ~~Units~~ensure ~~were~~that ~~sold~~information atrequired anto ~~offering~~be ~~price~~disclosed ofby ~~$10.00~~us ~~per~~in ~~Unit,~~our ~~generating~~Exchange ~~total~~Act ~~gross~~reports ~~proceeds~~is ~~of $150~~recorded,~~000,000.~~ ~~Each~~processed, ~~Unit~~summarized ~~consists~~and ofreported ~~one~~within ~~share~~the oftime ~~Class~~periods Aspecified ~~common~~in ~~stock,~~the ~~par~~SEC’s ~~value~~rules ~~$0.0001~~and ~~per share~~forms, and ~~one-half~~that ofsuch ~~one~~information ~~redeemable warrant, each whole~~is ~~warrant~~accumulated ~~entitling~~and ~~the~~communicated ~~holder thereof~~ to ~~purchase~~our ~~one share of Class A common stock at an exercise price of $11.50 per share~~management, ~~subject~~including ~~to adjustment. The warrants will become exercisable 30 days after the consummation of~~ our ~~initial~~principal ~~Business~~executive ~~Combination~~officer and ~~will~~principal ~~expire~~financial ~~five years~~officer ~~after~~or ~~the~~persons performing ~~consummation~~similar offunctions, ~~our~~as ~~initial~~appropriate ~~Business~~to ~~Combination,~~allow ortimely ~~earlier~~decisions ~~upon~~regarding ~~redemption~~required ~~or liquidation~~disclosure.

OnUnder the ~~October~~supervision ~~19,~~and ~~2021,~~with the ~~underwriters~~participation of our ~~Initial Public~~management, ~~Offering~~including ~~notified~~our usprincipal ofexecutive ~~their~~officer ~~exercise~~and principal financial officer, we conducted an evaluation of the ~~over-allotment~~effectiveness ~~option~~of inour ~~part~~disclosure controls and ~~concurrent~~procedures ~~forfeiture~~(as ofdefined ~~the~~in ~~remaining~~Rules ~~portion~~13a-15(e) and 15d-15(e) ofunder ~~such~~the ~~option.~~Exchange AsAct) ~~such,~~as onof ~~October~~June 2230, ~~2021,~~2023. ~~the~~Based ~~underwriters~~on ~~purchased~~this 1evaluation,~~500,000~~ ~~additional~~our ~~Units~~principal atexecutive ~~$10.00~~officer ~~per~~and ~~additional~~principal ~~Unit~~financial ~~upon~~officer ~~the~~have ~~closing~~concluded ofthat, ~~the~~as ~~partial exercise~~ of ~~the~~June ~~over-allotment~~30, ~~option~~2023, ~~generating~~our ~~total~~disclosure ~~gross~~controls ~~proceeds~~and ofprocedures ~~$15,000,000~~were effective.

~~Stifel and Mizuho Securities USA LLC served as~~Changes ~~joint book-running managers for our Initial Public Offering. The securities~~ in ~~the~~Internal ~~offering~~Control ~~were~~Over ~~registered~~Financial ~~under the Securities Act on a registration statement on Form S-1 (File No. 333-254018) (the “Registration Statement”). The SEC declared the Registration Statement effective on October 7, 2021.~~Reporting

~~Simultaneously~~There were ~~with~~no ~~the~~changes ~~consummation~~in of our ~~Initial Public~~internal ~~Offering,~~control ~~the~~over ~~Sponsor~~financial ~~and~~reporting ~~Stifel~~(as ~~Venture~~defined ~~purchased~~in anRules ~~aggregate~~13a-15(f) ofand ~~6,200,000~~15d-15(f) ~~Private~~under ~~Placement Warrants at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $6,200,000. Simultaneously with~~ the ~~closing~~Exchange ~~of the partial exercise of the~~Act) ~~over-allotment~~during ~~option, we consummated~~ the ~~sale~~second offiscal anquarter ~~aggregate~~ of ~~375,000~~2023 ~~additional~~covered ~~Private~~by ~~Placement~~this ~~Warrants~~Quarterly atReport ~~$1.00~~that ~~per~~have ~~additional Private~~materially ~~Placement Warrant to such purchasers~~affected, ~~generating~~or ~~total~~are ~~gross~~reasonably ~~proceeds~~likely ~~of $375,000. The issuances were made pursuant~~ to ~~the exemption~~ ~~from~~materially ~~registration~~affect, ~~contained~~our ininternal ~~Section~~control ~~4(a)(2)~~over offinancial ~~the Securities Act~~reporting. ~~No underwriting discounts or commissions were paid with respect to the Private Placement.~~

The Private Placement Warrants are identical to the warrants underlying the Units, except that the Private Placement Warrants held by Stifel Venture will not be exercisable more than five years from the commencement of sales of the Initial Public Offering in accordance with FINRA Rule 5110(g)(8)(A). In addition, the Private Placement Warrants (and the shares of Class A common stock underlying the Private Placement Warrants) will be subject to transfer restrictions until 30 days after the completion of our initial Business Combination, subject to certain limited exceptions, and the holders thereof are entitled to certain registration rights, as described in more detail in the Registration Statement.23

~~We incurred $15,892,398 of transaction costs,~~PART ~~consisting~~II of- ~~$2,475,000~~OTHER in underwriting fees, $6,600,000 in deferred underwriting fees, $541,773 of other offering costs and expenses related to our Initial Public Offering, and $6,275,625 for the fair value of the Founder Shares attributable to the anchor investors.INFORMATION

~~After deducting the underwriting fees (excluding~~Item ~~the~~1. ~~deferred~~Legal portion of $6,600,000, which amount will be payable upon consummation of our initial Business Combination, if consummated) and the offering expenses, the total net proceeds from our Initial Public Offering, including the partial exercise of the over-allotment option, and the Private Placement was $168,558,227, of which $166,650,000 was placed in the Trust AccountProceedings.

~~For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report~~None.

23Item 1A. Risk Factors.

~~Item~~Factors that 3could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K filed with the SEC on February 27, 2023. ~~Defaults~~Any ~~Upon~~of ~~Senior~~these ~~Securities~~factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. Except as set forth below, as of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on February 27, 2023, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

~~None~~If we seek stockholder approval of our initial Business Combination, our initial stockholders, executive officers and directors have agreed to vote in favor of such initial Business Combination, regardless of how our public stockholders vote, which may result in the approval of an initial Business Combination even if no public shares are voted in favor of such initial Business Combination.

~~Item~~Unlike many other blank check companies in which the founders, executive officers, directors and director nominees agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, our initial stockholders, executive officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any common stock held by them in favor of our initial Business Combination. In connection with the Extension, we redeemed 11,584,852 public shares and only 4,915,148 public shares remain outstanding. ~~Mine~~As ~~Safety~~a ~~Disclosures~~result, in addition to the Founder Shares held by our initial stockholders, executive officers and directors, we would need only 395,075, or 8.0% (assuming all outstanding shares are voted), or none (assuming only the minimum number of shares representing a quorum are voted), of the 4,915,148 public shares outstanding after the Extension to be voted in favor of a transaction in order to have our initial Business Combination approved. Accordingly, if we seek stockholder approval of our initial Business Combination, it is more likely that the necessary stockholder approval will be received than would be the case if such persons agreed to vote their Founder Shares in accordance with the majority of the votes cast by our public stockholders.

~~Not~~The ability ~~applicable~~of our public stockholders to exercise redemption rights with respect to a large number of our public shares, and the completed redemptions of public shares in connection with the Extension, could increase the probability that our initial Business Combination would not be consummated and that you would have to wait for liquidation in order to redeem your public shares.

~~Item~~If 5our business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial Business Combination would not be consummated is increased. ~~Other~~This ~~Information~~risk may be increasingly prevalent given recent high levels of redemptions among other special purpose acquisition companies, or SPACs seeking stockholder approval of certain charter amendments or completing their initial business combinations. This risk is magnified because we paid approximately $119.4 million out of the Trust Account to stockholders that redeemed their public shares in connection with the Extension. If our initial Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however, at such time our stock may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your stock in the open market.

~~Extension~~24

~~On April 4, 2023, the Company held a special meeting~~A innew ~~lieu~~1% ~~of the 2023 annual meeting of stockholders of the Company (the “Special Meeting”)~~U. At the Special Meeting, the Company’s stockholders approved, among other things, a proposal to amend the Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate an initial business combination (the “Extension”) from April 13, 2023 to October 13, 2023 or such earlier date as determined by the Company’s board of directorsS. federal ~~The~~excise ~~Sponsor~~tax orcould ~~its~~be ~~designees~~imposed ~~will deposit into the Trust Account $140,000, as a loan (a “Contribution”, and the Sponsor or its designee making such Contribution, a “Contributor”),~~ on ~~each~~us ofin ~~April~~connection ~~13,~~with ~~2023~~redemptions ~~and~~by ~~the~~us ~~13th day~~ of ~~each~~our ~~subsequent calendar month until (but excluding) October 13~~shares, ~~2023~~including ~~(each~~in ~~such date, a~~connection ~~“Contribution~~with ~~Date”) or such earlier date that~~ the ~~Company determines it will liquidate~~Extension. If a Contributor fails to make a Contribution by an applicable Contribution Date, the Company will liquidate and dissolve as soon as practicable after such date and in accordance with Amended and Restated Certificate of Incorporation.

On August 16, ~~April~~2022, 10the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, ~~2023~~among other things, ina ~~connection~~new ~~with~~U.S. federal ~~the~~1% ~~implementation~~excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the ~~Extension~~repurchasing corporation itself, ~~all~~not ~~holders~~its shareholders from which shares are repurchased. The amount of ~~Founder~~the ~~Shares~~excise ~~voluntarily~~tax ~~elected~~is togenerally ~~convert~~1% ~~all~~of ~~Founder~~the ~~Shares~~fair tomarket ~~shares~~value of ~~Class~~the Ashares ~~common~~repurchased ~~stock,~~at onthe time of the repurchase. aHowever, ~~one-~~for~~-one~~ ~~basis~~purposes inof ~~accordance~~calculating ~~with~~the excise tax, repurchasing corporations are permitted to net the ~~Amended~~fair ~~and~~market ~~Restated~~value ~~Certificate~~of certain new stock issuances against the fair market value of ~~Incorporation~~stock ~~(collectively~~repurchases during the same taxable year. In addition, certain exceptions apply to the ~~“Class~~excise Btax. ~~Conversion~~The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

~~Additionally~~On December 27, in2022, ~~connection~~the Treasury released Notice 2023-2, which provides taxpayers with ~~the~~interim ~~implementation of~~guidance on the ~~Extension,~~excise tax that may be relied upon until the ~~Company’s~~Internal ~~public~~Revenue Service ~~stockholders~~issues ~~redeemed~~proposed ~~11,584,852~~Treasury ~~Public~~regulations ~~Shares~~on atsuch amatter. ~~redemption~~Notice 2023-2 ~~price~~includes as one of ~~approximately~~its ~~$10.31~~exceptions to the excise tax a ~~per~~distribution ~~share~~in complete liquidation of a “covered corporation”, ~~for~~such anas ~~aggregate~~ours, ~~redemption~~to ~~amount~~which Sec. 331 of ~~approximately~~the ~~$119~~U.4S. Internal Revenue ~~million~~Code of 1986, as amended (the “~~Redemption~~Code”), ~~leaving~~applies ~~aggregate~~(so ~~remaining~~long as Sec. 332(a) of the Code also does not also apply). ~~proceeds~~Although it remains uncertain whether, and/or to what extent, the excise tax could apply to any redemptions of our public shares after December 31, 2022, including any redemptions in connection with the ~~Trust~~Extension, ~~Account~~our atinitial ~~approximately~~Business ~~$50~~Combination or in the event we do not consummate our initial Business Combination by October 13, 2023, we would not expect the excise tax to apply to redemptions of our public shares that occur during a taxable year in which we completely liquidate under Sec.8 ~~million~~331 of the Code.

~~Upon~~Any redemption ~~completion~~or other repurchase that occurs after December 31, 2022 may be subject to the excise tax, including in connection with, our initial Business Combination, certain amendments to our Amended and Restated Certificate of Incorporation (including in connection with the ~~Class~~Extension) Bor ~~Conversion~~otherwise. Whether and to what extent we would be subject to the excise tax would depend on a number of factors, including (i) the ~~Redemption~~fair market value of the redemptions and repurchases in connection with the initial Business Combination, 9certain amendments to our Amended and Restated Certificate of Incorporation (including in connection with the Extension) or otherwise,~~040,148~~ ~~shares~~(ii) the structure of ~~Class~~the Ainitial ~~common~~Business ~~stock~~Combination, (iii) the nature and noamount ~~Founder~~of ~~Shares~~any ~~were~~“PIPE” or other equity issuances in connection with the initial Business Combination (or otherwise issued not in connection with the initial Business Combination but issued within the same taxable year of the initial Business Combination) and ~~outstanding~~(iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by us and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete our initial Business Combination and in our ability to complete our initial Business Combination.

~~Promissory~~Recent increases ~~Note~~in inflation and interest rates in the United States and elsewhere could make it more difficult for us to complete our initial Business Combination.

OnRecent increases ~~April 10, 2023,~~ in ~~connection~~inflation ~~with~~and ~~the~~interest ~~implementation of~~rates ~~the~~in ~~Extension,~~ the ~~Company~~United ~~issued~~States anand ~~unsecured~~elsewhere ~~promissory~~may ~~note~~lead ~~(the~~to ~~“Note”)~~increased inprice ~~the~~volatility ~~principal~~for ~~amount~~publicly oftraded securities, upincluding ~~to $840~~ours,~~000~~ ~~to the~~or ~~Sponsor~~other national, ~~which~~regional ~~may~~or beinternational ~~drawn~~economic ~~down~~disruptions, inany ~~connection~~of ~~with~~which ~~the~~could ~~Contributions~~make byit ~~the~~more ~~Sponsor~~difficult for orus ~~its~~to ~~designees~~complete toour ~~the~~initial ~~Trust~~Business ~~Account~~Combination.

The Note does not bear interest and the principal balance will be payable on the earlier of: (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.25

AsItem 2. ofUnregistered ~~the~~Sales ~~date~~ of ~~this~~Equity ~~filing~~Securities, ~~the~~Use ~~Company~~of ~~has borrowed $140~~Proceeds,~~000~~ ~~under~~and tIssuer ~~the~~Purchases ~~New~~of ~~Promissory~~Equity ~~Note~~Securities.

24On January 15, 2021, we issued an aggregate of 5,750,000 Founder Shares to the Sponsor for an aggregate price of $25,000, or approximately $0.004 per share, pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Sponsor subsequently transferred 25,000 Founder Shares to each of our independent directors, 276,000 Founder Shares to Stifel Venture and an aggregate of 50,000 Founder Shares to our strategic advisors, in each case at the same price originally paid for such shares. No underwriting discounts or commissions were paid with respect to such issuances. On each of July 27, 2021 and September 20, 2021, the Sponsor forfeited 718,750 Founder Shares, resulting in there being 4,312,500 Founder Shares issued and outstanding. On October 22, 2021, in connection with the underwriters’ election to partially exercise their over-allotment option and the forfeiture of the remaining portion of such over-allotment option, 175,500 and 12,000 Founder Shares were forfeited by the Sponsor and Stifel Venture, respectively, to us at no cost, and 4,125,000 Founder Shares remain outstanding. On April 10, 2023, pursuant to the Class B Conversion, the Founder Shares were converted from shares of Class B common stock to shares of Class A common stock on a one-for-one basis in accordance with our Amended and Restated Certificate of Incorporation.

~~Item~~On October 613, 2021, we consummated our Initial Public Offering of 15,000,000 Units. ~~Exhibits~~The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $150,000,000. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment. The warrants will become exercisable 30 days after the consummation of our initial Business Combination and will expire five years after the consummation of our initial Business Combination, or earlier upon redemption or liquidation.

~~The~~On October ~~following~~19, ~~exhibits~~2021, ~~are~~the ~~filed~~underwriters asof our Initial Public Offering notified us of their exercise of the over-allotment option in part and concurrent forfeiture of the remaining portion of such option. As such, oron October 22, 2021, the underwriters purchased 1,500,000 ~~incorporated~~additional byUnits ~~reference~~at ~~into~~$10.00 per additional Unit upon the closing of the partial exercise of the over-allotment option, ~~this~~generating ~~Quarterly~~total gross ~~Report~~proceeds of $15,000,000.

No.		Description of Exhibit
3.1(1)		Amended and Restated Certificate of Incorporation
3.2(2)		Certificate of Change of Registered Agent and/or Registered Office
3.3(3)		Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated April 10, 2023
3.4(4)		Bylaws
10.1(3)		Promissory Note issued in favor of Schultze Special Purpose Acquisition Sponsor II, LLC, dated April 10, 2023
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Stifel and Mizuho Securities USA LLC served as joint book-running managers for our Initial Public Offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (File No. 333-254018) (the “Registration Statement”). The SEC declared the Registration Statement effective on October 7, 2021.

*Simultaneously with ~~Filed~~the ~~herewith~~consummation of our Initial Public Offering, the Sponsor and Stifel Venture purchased an aggregate of 6,200,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $6,200,000. Simultaneously with the closing of the partial exercise of the over-allotment option, we consummated the sale of an aggregate of 375,000 additional Private Placement Warrants at $1.00 per additional Private Placement Warrant to such purchasers, generating total gross proceeds of $375,000. The issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to the Private Placement.

**The Private ~~Furnished~~Placement Warrants are identical to the warrants underlying the Units, except that the Private Placement Warrants held by Stifel Venture will not be exercisable more than five years from the commencement of sales of the Initial Public Offering in accordance with FINRA Rule 5110(g)(8)(A). In addition, the Private Placement Warrants (and the shares of Class A common stock underlying the Private Placement Warrants) will be subject to transfer restrictions until 30 days after the completion of our initial Business Combination, subject to certain limited exceptions, and the holders thereof are entitled to certain registration rights, as described in more detail in the Registration Statement.

~~(1)~~We incurred ~~Previously~~$15,892,398 ~~filed~~of astransaction ancosts, ~~exhibit~~consisting toof ~~our~~$2,475,000 ~~Current~~in ~~Report~~underwriting onfees, ~~Form~~$6,600,000 ~~8-K~~in ~~filed~~deferred onunderwriting ~~October~~fees, 14$541,773 of ~~2021~~other offering costs and ~~incorporated~~expenses byrelated ~~reference~~to ~~herein~~our Initial Public Offering, and $6,275,625 for the fair value of the Founder Shares attributable to the anchor investors.

After deducting the underwriting fees (2excluding the deferred portion of $6,600,000, which amount will be payable upon consummation of our initial Business Combination, if consummated) ~~Previously~~and ~~filed~~the asoffering anexpenses, ~~exhibit~~the tototal net proceeds from our ~~Current~~Initial ~~Report~~Public onOffering, ~~Form~~including the 8partial exercise of the over-Kallotment ~~filed~~option, onand ~~March~~the 22Private Placement was $168,558,227, ~~2022~~of ~~and~~which ~~incorporated~~$166,650,000 bywas ~~reference~~placed ~~herein~~in the Trust Account.

~~(3)~~In connection ~~Previously~~with ~~filed~~the asimplementation anof ~~exhibit~~the toExtension, our ~~Current~~public ~~Report~~stockholders onredeemed ~~Form~~11,584,852 ~~8-K~~public ~~filed~~shares at a redemption price of approximately $10.31 per share, for an aggregate redemption amount of $119,387,173. Additionally, on April 10, 2023, ~~and~~we ~~incorporated~~issued the New Promissory Note in the principal amount of up to $840,000 to the Sponsor, which may be drawn down in connection with the Contributions by ~~reference~~the ~~herein~~Sponsor or its designees to the Trust Account. The New Promissory Note does not bear interest and the principal balance will be payable on the earlier of: (i) the date on which we consummate our initial Business Combination and (ii) the date that our winding up is effective. The New Promissory Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the New Promissory Note and all other sums payable with regard to the New Promissory Note becoming immediately due and payable. The issuance of the New Promissory Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

~~(4)~~For a ~~Previously~~description ~~filed~~of asthe anuse ~~exhibit~~of tothe proceeds generated in our ~~Registration~~Initial ~~Statement~~Public onOffering, ~~Form~~including ~~S-1~~the ~~filed~~effects onof ~~March~~the 9Extension, ~~2021~~see ~~and~~Part ~~incorporated~~I, Item by2 ~~reference~~of ~~herein~~this Quarterly Report.

2526

~~SIGNATURES~~Item 3. Defaults Upon Senior Securities.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized~~None.

	SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II
Date: May 8, 2023	By:	/s/ George J. Schultze
	Name:	George J. Schultze
	Title:	Chief Executive Officer (Principal Executive Officer)

Item 4. Mine Safety Disclosures.

Date: May 8, 2023	By:	/s/ Gary M. Julien
	Name:	Gary M. Julien
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

Not applicable.

26Item 5. Other Information.

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Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

No.		Description of Exhibit
3.1⁽¹⁾		Amended and Restated Certificate of Incorporation
3.2⁽²⁾		Certificate of Change of Registered Agent and/or Registered Office
3.3⁽³⁾		Amendment to the Amended and Restated Certificate of Incorporation, dated April 10, 2023
3.4⁽⁴⁾		Bylaws
10.1⁽³⁾		Promissory Note issued in favor of Schultze Special Purpose Acquisition Sponsor II, LLC, dated April 10, 2023
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.

**	Furnished.

(1)	Previously filed as an exhibit to our Current Report on Form 8-K filed on October 14, 2021 and incorporated by reference herein.

(2)	Previously filed as an exhibit to our Current Report on Form 8-K filed on March 22, 2022 and incorporated by reference herein.

(3)	Previously filed as an exhibit to our Current Report on Form 8-K filed on April 10, 2023 and incorporated by reference herein.

(4)	Previously filed as an exhibit to our Registration Statement on Form S-1 filed on March 9, 2021 and incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II

Date: August 3, 2023	By:	/s/ George J. Schultze
	Name:	George J. Schultze
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: August 3, 2023	By:	/s/ Gary M. Julien
	Name:	Gary M. Julien
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

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Filing Compare · Schultze Special Purpose Acquisition Corp. II