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): April 14, 2021
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, each whole warrant exercisable for one share 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 5.03. Amendments to Articles of Incorporation or Bylaws.
The information included in Item 5.07 is incorporated by reference into this item to the extent required.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 14, 2021, Tuscan Holdings Corp. II (“Tuscan”) held an annual meeting of stockholders (“Meeting”). An aggregate of 21,987,500 shares of Tuscan’s common stock, which represents a quorum of the outstanding common stock entitled to vote as of the record date of March 17, 2021, were represented in person or by proxy at the Meeting.
Tuscan’s stockholders voted on the following proposals at the Meeting, each of which was approved:
(1) Proposal No. 1 — The Extension Amendment Proposal — a proposal to amend Tuscan’s amended and restated certificate of incorporation to extend the date by which Tuscan has to consummate a business combination from April 16, 2021 to September 30, 2021. The following is a tabulation of the votes with respect to this proposal, which was approved by Tuscan’s stockholders:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 13,555,813 | 308,020 | 905 | 0 | |||||||||||
Holders of an aggregate of 2,499,097 shares of Tuscan’s common stock exercised their right to redeem their shares for an aggregate of approximately $25,225,815 in cash.
Following the Meeting, Tuscan filed the amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. A copy of the amendment is attached hereto as Exhibit 3.1.
(2) Proposal No. 2 — The Early Termination Proposal — a proposal to approve the early winding up and redemption of 100% of the outstanding public shares if determined by Tuscan’s board of directors. The following is a tabulation of the votes with respect to this proposal, which was approved by Tuscan’s stockholders
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 13,006,679 | 850,858 | 7,201 | 0 | |||||||||||
(3) Proposal No. 3 — The Director Election Proposal — to elect two persons as Class I directors (to serve until 2024 or until a successor is elected and qualified or their earlier resignation or removal). The following is a tabulation of the votes with respect to the election of directors, each of whom was elected by Tuscan’s stockholders:
| Name | For | Withhold | Broker Non-Votes | ||||||||
| Sila Calderón | 13,308,307 | 556,431 | 0 | ||||||||
| Michael Auerbach | 12,769,978 | 1,094,760 | 0 | ||||||||
Item 7.01. Regulation FD Disclosure.
On April 16, 2021, Tuscan issued the press release attached to this Current Report on Form 8-K as Exhibit 99.1.
The information furnished hereunder, including the related exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of Tuscan, except as shall be expressly set forth by specific reference in such document.
Item 9.01. Financial Statement and Exhibits.
| (d) | Exhibits: |
| Exhibit | Description |
| 3.1 | Amendment to Amended and Restated Certificate of Incorporation. |
| 99.1 | Press Release dated April 16, 2021. |
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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: April 16, 2021 | TUSCAN HOLDINGS CORP. II | |
| By: | /s/ Stephen Vogel | |
| Stephen Vogel | ||
| Chief Executive Officer | ||
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Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
TUSCAN HOLDINGS CORP. II
Pursuant to Section 242 of the
Delaware General Corporation Law
The undersigned, being a duly authorized officer of TUSCAN HOLDINGS CORP. II (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:
| 1. | The name of the Corporation is Tuscan Holdings Corp. II |
| 2. | The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on March 5, 2019, and an Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on July 11, 2019. |
| 3. | This Amendment to the Amended and Restated Certificate of Incorporation further amends the Amended and Restated Certificate of Incorporation of the Corporation. |
| 4. | This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of at least a majority of the shares of common stock outstanding on the record date at a meeting of stockholders in accordance with ARTICLE SIXTH of the Amended and Restated Certificate of Incorporation and the provisions of Sections 242 the General Corporation Law of the State of Delaware. |
| 5. | Section F of ARTICLE SIXTH is hereby deleted and replaced in its entirety as follows: |
F. In the event that the Corporation does not consummate a Business Combination on or before September 30, 2021 (the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the IPO Shares for cash for a redemption price per share equal to the amount then held in the Trust Account, including the interest earned thereon, less any interest for income or franchise taxes payable, divided by the total number of IPO Shares then outstanding (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate, subject (in the case of clauses (ii) and (iii) above) to the Corporation’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law.
IN WITNESS WHEREOF, I have signed this Amendment to the Amended and Restated Certificate of Incorporation this 15th day of April 2021.
| /s/ Stephen A. Vogel | |
| Stephen A. Vogel Chief Executive Officer |
Exhibit 99.1
Tuscan Holdings Corp. II Stockholders Approve Extension of the Date to Consummate Business Combination, Among Other Actions
New York, NY, April 16, 2021 (GLOBE NEWSWIRE) -- Tuscan Holdings Corp. II (NASDAQ: THCAU) (the “Company”) announced today that at the annual meeting of stockholders held on April 14, 2021, the Company’s stockholders approved a proposal to extend the date by which the Company has to consummate a business combination from April 16, 2021 to September 30, 2021 (the “Extension Amendment Proposal”). The Company’s stockholders also approved a proposal to approve the early winding up and redemption of 100% of the outstanding public shares if determined by the Company’s board of directors and re-elected Sila Calderón and Michael Auerbach as Class I directors to the Company’s board of directors.
Commenting on the results of the meeting, Stephen Vogel, the Company’s Chief Executive Officer, said, “we are pleased with the strong support our stockholders have provided, with approximately 97.8% of those voting casting their votes for approval of the Extension Amendment Proposal.”
Contact:
Stephen
A. Vogel
Chief Executive Officer
Tuscan Holdings Corp. II
(646) 948-7100