Specimen Class A Common Stock Certificate
SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CLASS A COMMON STOCK
SEE REVERSE FOR
|This Certifies that||CUSIP [●]|
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK
SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II
transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
The Company will be forced to redeem all of its shares of Class A common stock if it does not complete an initial business combination within
the time period set forth in the Company’s amended and restated certificate of incorporation, as the same may be amended from time to time,
all as more fully described in the Company’s final prospectus dated __________, 2021.
This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.
Witness the facsimile signatures of the duly authorized officers of the Company.
|Chief Executive Officer||Chief Financial Officer|
Schultze Special Purpose Acquisition Corp. II
The Company will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Company’s amended and restated certificate of incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
|TEN COM||—||as tenants in common||UNIF GIFT MIN ACT||—||Custodian|
|TEN ENT||—||as tenants by the entireties|
|under Uniform Gifts to Minors Act|
|JT TEN||—||as joint tenants with right of survivorship and not as tenants in common|
Additional abbreviations may also be used though not in the above list.
For value received, ___________________________ hereby sells, assigns and transfers unto
|PLEASE INSERT SOCIAL SECURITY OR OTHER |
IDENTIFYING NUMBER OF ASSIGNEE
|(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)|
shares of the capital stock represented by the within Certificate, and hereby irrevocably constitutes and appoints Attorney to transfer the said shares on the books of the within named Company with full power of substitution in the premises.
|Notice:||The signature(s) to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.|
|THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).|
In each case, as more fully described in the Company’s final prospectus dated ______________, 2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in connection with the Company’s initial public offering only in the event that (i) the Company redeems the shares of Class A common stock sold in its initial public offering and liquidates because it does not consummate an initial business combination within the period of time set forth in the Company’s amended and restated certificate of incorporation, as the same may be amended from time to time (the “Charter”), or (ii) if the holder(s) properly seek(s) to redeem for cash his, her or its respective shares of Class A common stock in connection with (x) a stockholder vote to amend the Charter (A) 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 Class A common stock if the Company does not consummate an initial business combination within the period of time set forth in the Charter or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, or (y) a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.