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
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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).
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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 8.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 2.03 of this Current Report on Form 8-K to the extent required.
Item 8.01 Other Events
As previously disclosed, Tuscan Holdings Corp. II (the “Company”) has scheduled a special meeting of stockholders to be held at 10:00 a.m., EDT, on December 21, 2021. At the special meeting, the Company’s stockholders will be asked to consider and vote upon a proposal to amend (the “Extension Amendment”) the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate an initial business combination (the “Extension”) from December 31, 2021 to March 31, 2022 (the “Extended Date”).
Tuscan Holdings Acquisition II LLC, the Company’s sponsor and an affiliate of Stephen A. Vogel, the Company’s Chief Executive Officer (“sponsor”), has agreed that if the Extension Amendment is approved, it or its affiliates will lend to the Company $0.10 (such loan being referred to herein as the “Contribution”) for each public share that is not converted in connection with the stockholder vote to approve the Extension, for an aggregate Contribution of up to approximately $1.24 million (assuming no public shares were converted).
The Contribution will be deposited in the trust account established in connection with the Company’s initial public offering on or prior to December 31, 2021 and will be a condition to filing the Extension Amendment with the Secretary of State of Delaware. The Contribution would increase the per-share conversion amount for those holders that do not seek conversion at the special meeting from approximately $10.19 to approximately $10.29.
The sponsor will not make the Contribution unless the Extension Amendment is approved and the Extension is completed. The Contribution will not bear any interest and will be repayable by the Company to the sponsor or its affiliates upon consummation of an initial business combination. The loan will be forgiven if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Company’s trust account.
Holders that previously tendered shares for conversion and wish to change their election should contact the Company’s transfer agent at Continental Stock Transfer & Trust Company, 1 State Street, New York, New York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com.
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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: December 15, 2021 | TUSCAN HOLDINGS CORP. II | |
| By: | /s/ Stephen Vogel | |
| Stephen Vogel | ||
| Chief Executive Officer | ||
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