As filed with the Securities and Exchange Commission on March 5, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TUSCAN HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 6770 | 83-2530757 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Stephen A. Vogel, Chief Executive Officer
Tuscan Holdings Corp.
135 E. 57th St. , 18th Floor
New York, NY 10022
(646) 948-7100
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Stephen A. Vogel, Chief Executive Officer
Tuscan Holdings Corp.
135 E. 57th St. , 18th Floor
New York, NY 10022
(646) 948-7100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
David Alan Miller, Esq. Jeffrey M. Gallant, Esq. Graubard Miller The Chrysler Building 405 Lexington Avenue New York, New York 10174 (212) 818-8800 (212) 818-8881 - Facsimile |
Douglas S. Ellenoff, Esq. Stuart Neuhauser, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 (212) 370-1300 (212) 370-7889 — Facsimile |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-229657
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| Title of each Class of Security being registered | Amount being Registered | Proposed Maximum Offering Price Per Security(1) | Proposed Maximum Aggregate Offering Price(1) | Amount of Registration Fee | |||||||||||
| Units, each consisting of one share of Common Stock, $.0001 par value, and one Warrant (2) | 4,600,000 Units | $ | 10.00 | $ | 40,000,000 | $ | 4,848.00 | ||||||||
| Shares of Common Stock included as part of the Units(2) | 4,600,000 Shares | ------- | ------- | ------- | (3) | ||||||||||
| Warrants included as part of the Units(2) | 4,600,000 Warrants | ------- | ------- | ------- | (3) | ||||||||||
| Total | $ | $ | 4,848.00 | ||||||||||||
| (1) | Estimated solely for the purpose of calculating the registration fee. |
| (2) | Includes 600,000 Units, 600,000 shares of Common Stock and 600,000 Warrants underlying such Units which may be issued on exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any. |
| (3) | No fee pursuant to Rule 457(g). |
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Explanatory Note
This Registration Statement on Form S-1 is being filed by Tuscan Holdings Corp., a Delaware corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-229657) (the “Prior Registration Statement”), initially filed by the Registrant on February 13, 2019 and declared effective by the Securities and Exchange Commission on March 5, 2019.
This Registration Statement covers the registration of an additional 4,600,000 of the Registrant’s units, each consisting of one share of the Registrant’s common stock, $0.0001 par value per share (“Common Stock”), and one warrant (“Warrant(s)”), including 600,000 units that may be purchased by the underwriters to cover over-allotments, if any.
The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
CERTIFICATION
The Registrant hereby certifies to the Securities and Exchange Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of March 6, 2019), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than March 5, 2019.
i
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
All exhibits filed with or incorporated by reference in Registration Statement No. 333-229657 are incorporated by reference into, and shall be deemed to be part of, this Registration Statement, except for the following, which are filed herewith:
| Exhibit No. | Description | |
| 5.1 | Opinion of Graubard Miller. | |
| 23.1 | Consent of Marcum LLP. | |
| 23.2 | Consent of Graubard Miller (included in Exhibit 5.1). | |
| 24 | Power of Attorney (included on signature page). |
1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 5th day of March, 2019.
| TUSCAN HOLDINGS CORP. | ||
| By: | /s/ Stephen A. Vogel | |
| Name: Stephen A. Vogel | ||
| Title: Chief Executive Officer | ||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen A. Vogel his true and lawful attorney-in-fact, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Position | Date | ||
|
/s/ Stephen A. Vogel |
Chairman of the Board and Chief Executive |
March 5, 2019 | ||
| Stephen A. Vogel | Officer (Principal Executive Officer) | |||
|
/s/ Ruth Epstein |
President, Chief Financial Officer |
March 5, 2019 | ||
| Ruth Epstein | (Principal Financial and Accounting Officer) and Director |
|||
|
/s/ Stefan M. Selig |
Director |
March 5, 2019 | ||
| Stefan M. Selig | ||||
|
/s/ Richard O. Rieger |
Director |
March 5, 2019 | ||
| Richard O. Rieger | ||||
|
/s/ Amy Butte |
Director |
March 5, 2019 | ||
| Amy Butte | ||||
|
/s/ Holly Zimmerman |
Director |
March 5, 2019 | ||
| Holly Zimmerman | ||||
|
/s/ Michael B. Auerbach |
Director |
March 5, 2019 | ||
| Michael B. Auerbach |
2
EXHIBIT 5.1
GRAUBARD MILLER
THE CHRYSLER BUILDING
405 LEXINGTON AVENUE
NEW YORK, NEW YORK 10174
March 5, 2019
Tuscan Holdings Corp.
135 E. 57th St. , 18th Floor
New York, NY 10022
Dear Sirs:
We have acted as counsel to Tuscan Holdings Corp., a Delaware corporation (the “Company”), in connection with the registration by the Company with the United States Securities and Exchange Commission of up to 4,600,000 units of the Company, including the underwriters’ over-allotment option (collectively the “Public Units”), with each Unit consisting of one share of common stock, par value $0.0001 per share (the “Common Stock”), of the Company, and one warrant of the Company to purchase one share of Common Stock (“Public Warrant”), pursuant to a Registration Statement on Form S-1 initially filed by the Company with the Commission on February 13, 2019 and declared effective by the Commission on March 5, 2019 (as amended, the “Registration Statement”).
We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company.
Based upon the foregoing, we are of the opinion that:
1. Public Units. When the Registration Statement becomes effective under the Securities Act of 1933, as amended (the “Act”) and when the offering is completed as contemplated by the Registration Statement, the Public Units will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
2. Common Stock. When the Registration Statement becomes effective under the Act and when the offering is completed as contemplated by the Registration Statement, the shares of Common Stock underlying the Public Units will be validly issued, fully paid and non-assessable.
3. Public Warrants. When the Registration Statement becomes effective under the Act, when the offering is completed as contemplated by the Registration Statement, and assuming the due authorization, execution and delivery of the Public Warrants by the Company, the Public Warrants included in the Public Units will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
We are opining solely on all applicable statutory provisions of Delaware corporate law, including the rules and regulations underlying those provisions, all applicable provisions of the Delaware Constitution, all applicable judicial and regulatory determinations in connection therewith and, as to the Warrants constituting legally binding obligations of the Company, solely with respect to the laws of the State of New York. Our opinion is based on these laws as in effect on the date hereof and as of the effective date of the Registration Statement, and we assume no obligation to revise or supplement this opinion after the effective date of the Registration Statement should the law be changed by legislative action, judicial decision, or otherwise. We express no opinion as to whether the laws of any other jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any other Federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel and to all references made to us in the Registration Statement and in the prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.
| Very truly yours, | |
| /s/ Graubard Miller |
EXHIBIT 23.1
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the incorporation by reference in this Registration Statement of Tuscan Holdings Corp. (the “Company”) on Form S-1, of our report dated December 7, 2018, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of Tuscan Holdings Corp. as of November 30, 2018 and for the period from November 5, 2018 (inception) through November 30, 2018, appearing in the Registration Statement of Tuscan Holdings Acquisition Corp. on Form S-1, File No. 333-229657.
| /s/ Marcum llp | |
| Marcum llp | |
| New York, NY | |
| March 5, 2019 |