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:
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).
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 1.01
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Entry into a Material Definitive Agreement.
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On April 28, 2021, Tuscan Holdings Corp., a Delaware
corporation (“Tuscan”), TSCN Merger Sub Inc., a newly formed Delaware corporation and wholly owned subsidiary of Tuscan
(“Merger Sub”), and Microvast, Inc., a Delaware corporation (“Microvast”), entered into Amendment No. 1
(“Amendment No. 1”) to the Agreement and Plan of Merger, dated as of February 1, 2021, by and among Tuscan, Merger
Sub, and Microvast (as amended, the “Merger Agreement”). The Merger Agreement was previously described in the Current
Report on Form 8-K dated February 1, 2021. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein
have the meanings given to them in the Merger Agreement.
Amendment No. 1 amends and
restates Section 10.1(eeeee) of the Merger Agreement to provide that the Termination Date shall be July 31, 2021, provided that if approval
of the Extension Amendment Proposal (as defined below) has not been obtained, the Termination Date shall be extended to May 14, 2021 from
May 1, 2021.
The foregoing description of Amendment No. 1 does
not purport to be complete and is qualified in its entirety by the terms and conditions of Amendment No. 1, a copy of which is filed as
Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On April 28, 2021, Tuscan convened its annual meeting
of stockholders (the “Annual Meeting”) virtually, which was adjourned to May 10, 2021 solely with respect to the voting
on the proposal to extend the date by which Tuscan must complete its initial business combination from April 30, 2021 to July 31, 2021
(the “Extension Amendment Proposal”). A total of 18,959,154 shares of Tuscan’s Common Stock, or 53.43% of the
Common Stock outstanding as of March 17, 2021, the record date for the Annual Meeting, were represented virtually or by proxy at the Annual
Meeting.
The following is a brief description of the final
voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting on April 28, 2021.
The Director Election Proposal — Approval
of the election of Amy Butte as a member of Tuscan’s board of directors as a Class I director, to hold office for a period of three
years or until her successor is elected and qualified or her earlier resignation or removal. The stockholders approved the proposal
to elect Amy Butte as a Class I director, to hold office for a period of three years or until her successor is elected and qualified or
her earlier resignation or removal. The voting results were as follows:
Votes For
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Withheld
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Broker Non-Vote
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18,561,127
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398,027
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0
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The Adjournment Proposal — Approval of
the adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve the Extension Amendment
Proposal. The stockholders approved the proposal to adjourn the Annual Meeting to a later date if there had been insufficient votes
at the time of the Annual Meeting to approve the Extension Amendment Proposal. The voting results were as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Vote
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18,826,868
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88,209
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44,077
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0
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Adjournment with Respect to the
Extension Amendment Proposal
The Annual Meeting was adjourned to May 10,
2021 solely with respect to the Extension Amendment Proposal in order to provide additional time for stockholders to consider and vote
on such proposal. The Annual Meeting will reconvene at 10:00 a.m. EDT on May 10, 2021, virtually at https://www.cstproxy.com/tuscanholdingscorp/2021.
On April 28, 2021, Tuscan issued a press release
(the “Press Release”) announcing that the Annual Meeting, originally scheduled for 10:00 a.m. EDT on April 28, 2021,
was adjourned to allow more time for stockholders to vote on the Extension Amendment Proposal. A copy of the Press Release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
At the time the Annual Meeting was convened on
April 28, 2021, a quorum representing at least a majority of shares outstanding on the record date of March 17, 2021 was present in person
or by proxy. However, Tuscan had not received the approval of holders of 65% of its shares outstanding on the record date then necessary
to approve the Extension Amendment Proposal, as provided in Article Sixth of Tuscan’s certificate of incorporation (“Article
Sixth”). According to Article Sixth, as of May 1, 2021, the vote required for approval of the Extension Amendment Proposal will
be reduced from 65% of the shares outstanding to a majority of the shares outstanding on the record date, based on the following provisions.
Article Sixth provides that at any time during the “Target Business Acquisition Period,” any amendment to Article Sixth requires
the affirmative vote of the holders of at least 65% of the then outstanding shares of common stock. The “Target Business Acquisition
Period” ends on the “Termination Date,” which is defined in Article Sixth as April 30, 2021. Therefore, the 65% vote
threshold in Article Sixth will no longer apply as of May 1, 2021, and the Extension Amendment Proposal may be approved by a majority
of the shares outstanding on the record date.
Additional Information and Where to Find It
In connection with the 2021 annual meeting of stockholders,
Tuscan filed a definitive proxy statement with the SEC on March 24, 2021 (“Annual Meeting Proxy Statement”). Additionally,
in connection with the proposed business combination transaction involving Tuscan and Microvast, Tuscan filed a preliminary proxy statement
with the SEC on February 16, 2020 and intends to file a definitive proxy statement (collectively, “Merger Proxy Statement”).
This document is not a substitute for the Annual Meeting Proxy Statement or Merger Proxy Statement. INVESTORS AND SECURITY HOLDERS AND
OTHER INTERESTED PARTIES ARE URGED TO READ THE ANNUAL MEETING PROXY STATEMENT FOR MORE INFORMATION ABOUT THE PROPOSALS TO BE BROUGHT BEFORE
THE ANNUAL MEETING, TO READ THE MERGER PROXY STATEMENT FOR MORE INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION WITH MICROVAST, AND
TO READ ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE. The Annual Meeting Proxy Statement and Merger Proxy Statement and other documents
that may be filed with the SEC (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov.
These documents (when they are available) can also be obtained free of charge from Tuscan upon written request to Tuscan at Tuscan Holdings
Corp., 135 E. 57th St., 17th Floor, New York, NY 10022.
No Offer or Solicitation
This Current Report on Form 8-K is for informational
purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the Annual Meeting or the Merger and is not intended to and shall not constitute an offer
to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation
of any vote or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Participants in Solicitation
This Current Report on Form 8-K is not a solicitation of a proxy from
any investor or securityholder. However, Tuscan and certain of its directors and executive officers may be deemed to be participants in
the solicitation of proxies in connection with the annual meeting of stockholders under the rules of the SEC. Information about Tuscan’s
directors and executive officers and their ownership of Tuscan’s securities is set forth in Tuscan’s filings with the SEC,
including Tuscan’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March
25, 2021, and the definitive proxy statement for the annual meeting which was filed with the SEC on March 25, 2021 and mailed to Tuscan’s
stockholders on or about March 25, 2021. These documents can be obtained free of charge from Tuscan upon written request to Tuscan at
Tuscan Holdings Corp., 135 E. 57th St., 17th Floor, New York, NY 10022.
Forward Looking Statements
This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited
to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future
operations, products and services; and other statements identified by words such as “will likely result,” “are expected
to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,”
“plan,” “projection,” “outlook” or words of similar meaning. Forward-looking statements are based
upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing
of events may differ materially from the results anticipated in these forward-looking statements.
In addition to factors previously disclosed
in Tuscan’s reports filed with the SEC and those identified elsewhere in this Current Report on Form 8-K, the following factors,
among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations
expressed in the forward-looking statements: (1) failure of Tuscan’s stockholders to approve the Extension Amendment Proposal; (2)
inability to complete the proposed business combination with Microvast within the required time period or, if Tuscan does not complete
the proposed business combination with Microvast, any other business combination; (3) the inability to complete the proposed business
combination with Microvast due to the failure to meet one or more closing conditions or the occurrence of any event, change or other circumstances
that could give rise to the termination of the definitive agreement; and (4) the impact of the ongoing COVID-19 pandemic.
All information set forth herein speaks only
as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments
occurring after the date of this Current Report on Form 8-K.
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Item 9.01
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Financial Statements and Exhibits.
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SIGNATURES
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.
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TUSCAN HOLDINGS CORP.
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Date: April 28, 2021
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By:
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/s/ Stephen A. Vogel
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Name:
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Stephen A. Vogel
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Title:
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Chief Executive Officer
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4