UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
| of Incorporation) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 5.03 is incorporated by reference in this item to the extent required herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
As previously disclosed, on June 21, 2022, Tuscan Holdings Corp. II (“Tuscan”) held a special meeting of stockholders (“Meeting”). At the Meeting, Tuscan’s stockholders voted to approve an amendment to Tuscan’s amended and restated certificate of incorporation to extend the date by which Tuscan has to consummate a business combination from June 30, 2022 to December 31, 2022 (the “Extension”).
Tuscan Holdings Acquisition II LLC, Tuscan’s sponsor and an affiliate of Stephen A. Vogel, Tuscan’s Chief Executive Officer (“sponsor”), had previously agreed that if the Extension Amendment Proposal was approved, it or its affiliates would lend to Tuscan $0.10 per share for first three months of the Extension and then $0.033 per share for each additional month of the Extension needed to consummate an initial business combination through the Extended Date for each public share that is not converted in connection with the stockholder vote to approve the Extension (such loans being referred to herein as the “Contributions”). Accordingly, on June 28, 2022, the sponsor lent an aggregate of $261,810.10 to Tuscan for the first three months of the Extension and such funds were deposited into Tuscan’s trust account. A copy of the promissory note evidencing the loan is attached hereto as Exhibit 10.1.
Following the deposit of funds into Tuscan’s trust account, Tuscan filed an amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effectuate the Extension. A copy of the amendment is attached hereto as Exhibit 3.1.
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Item 9.01. Financial Statement and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 3.1 | Amendment to Amended and Restated Certificate of Incorporation. | |
| 10.1 | Promissory Note. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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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: June 28, 2022 | TUSCAN HOLDINGS CORP. II | |
| By: | /s/ Stephen Vogel | |
| Stephen Vogel | ||
| Chief Executive Officer | ||
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