Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 18 2021 - 5:07PM
Edgar (US Regulatory)
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
|
|
|
|
|
|
Washington, D.C. 20549
|
OMB APPROVAL
|
|
|
OMB Number:
|
3235-0058
|
|
FORM 12b-25
|
Expires:
|
February 28, 2022
|
|
|
Estimated average burden
|
|
|
|
Hours per form
|
2.50
|
|
NOTIFICATION OF LATE FILING
|
SEC FILE NUMBER
|
|
|
001-38826
|
(Check
One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K
☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
For Period Ended: March 31, 2021
☐ Transition
Report on Form 10-K
☐ Transition
Report on Form 20-F
☐ Transition
Report on Form 11-K
☐ Transition
Report on Form 10-Q
☐ Transition
Report on Form N-SAR
For the Transition Period Ended: ___________
Read Instructions (on back page) Before Preparing
Form. Please Print or Type.
Nothing in this form shall be construed to imply
that the Commission has verified any information contained herein.
|
If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the notification relates: N/A
PART I – REGISTRANT INFORMATION
TUSCAN HOLDINGS CORP.
Full Name of Registrant
N/A
Former Name if Applicable
135 E. 57th Street, 18th Floor
Address of Principal Executive Office (Street and Number)
New York, NY 10022
City, State and Zip Code
PART II – RULES 12b-25 (b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box
if appropriate)
☒
|
(a) The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b) The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
|
PART III – NARRATIVE
State below in reasonable detail the reasons why
the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition
report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed)
On April 12, 2021, the Staff of the U.S. Securities and Exchange
Commission (the “SEC”) issued the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by
Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”), which clarified guidance for all
SPAC-related companies regarding the accounting and reporting for their warrants. Tuscan Holdings Corp. (the “Company”) is
in the process of re-evaluating the accounting treatment of its private warrants as equity, and determining whether, based on the SEC
Statement, any of such warrants should be, and should previously have been, classified as a liability measured at fair value, with non-cash
fair value adjustments recorded in earnings at each reporting period.
Based on the foregoing, the Company is unable to complete
and file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 without unreasonable effort and expense.
PART IV – OTHER INFORMATION
(1)
|
Name and telephone number of person to contact in regard to this notification
|
|
Stephen Vogel
(Name)
|
646
(Area Code)
|
948-7100
(Telephone Number)
|
(2)
|
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
|
☒ Yes ☐ No
|
|
|
(3)
|
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
|
☒ Yes ☐ No
|
|
If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
Until completion of the review
and valuation of the Company’s warrants as described above, the Company will not be in a position to provide a reasonable estimate
of its results of operations for any of the affected periods.
|
TUSCAN HOLDINGS CORP.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May 18, 2021
|
By:
|
/s/ Stephen Vogel
|
|
|
Stephen Vogel, Chief Executive Officer
|
INSTRUCTION: The form may be signed by an executive
officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an
executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact
constitute Federal Criminal Violations (See 18 U.S.C. 1001).
|
Tuscan (NASDAQ:THCB)
Historical Stock Chart
From Aug 2024 to Sep 2024
Tuscan (NASDAQ:THCB)
Historical Stock Chart
From Sep 2023 to Sep 2024