UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 26, 2019
TUSCAN HOLDINGS CORP. II
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-38970 | 83-3853706 |
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
135 E. 57th Street, 17th Floor
New York, NY 10022
(Address of Principal Executive Offices) (Zip Code)
(646) 948-7100
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
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 common stock and one-half of one redeemable warrant | THCAU | The Nasdaq Stock Market LLC | ||
| Common stock, par value $0.0001 per share | THCA | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | THCAW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
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Item 8.01. Other Events.
On July 26, 2019, Tuscan Holdings Corp. II (the “Company”) announced that holders of the Company’s units will be able to separately trade the shares of common stock and warrants included in such units commencing on or about July 30, 2019. The common stock and warrants will be listed on the Nasdaq Capital Market under the symbols “THCA” and “THCAW,” respectively. Units not separated will continue to be listed on the Nasdaq Capital Market under the symbol “THCAU.” A copy of the Company’s press release announcing the foregoing is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits:
| Exhibit | Description |
| 99.1 | Press Release dated July 26, 2019 |
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SIGNATURE
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 hereunto duly authorized.
Dated: July 26, 2019
TUSCAN HOLDINGS CORP. II
| By: | /s/ Stpehen A. Vogel |
Name: Stephen A. Vogel
Title: Chief Executive Officer
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Exhibit 99.1
FOR IMMEDIATE RELEASE
TUSCAN HOLDINGS CORP. II ANNOUNCES SECURITIES TO COMMENCE SEPARATE TRADING
New York, NY, July 26, 2019 – Tuscan Holdings Corp. II (NASDAQ: THCAU) (the “Company”) announced today that separate trading of its shares of common stock and warrants underlying the Company’s units would commence on or about July 30, 2019. The common stock and warrants will be traded on the Nasdaq Capital Market (“Nasdaq”) under the symbols “THCA” and “THCAW”, respectively. Units not separated will continue to be listed on Nasdaq under the symbol “THCAU.”
Tuscan Holdings Corp. II is a blank check company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, or other similar business combination with one or more businesses or entities, with an initial focus on target businesses in the cannabis industry. However, the Company’s efforts to identify a prospective target business will not be limited to any particular industry or geographic region.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements, including those set forth in the risk factors section of the prospectus used in connection with the Company’s initial public offering. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
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Contact:
Stephen A. Vogel
Chief Executive Officer
Tuscan Holdings Corp. II
(646) 948-7100