TUSCAN HOLDINGS CORP. II : Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

Published: 2021-09-29 16:03:04 ET THCA

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

The information included in Item 5.07 is incorporated by reference in this item to the extent required herein.

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 September 28, 2021, Tuscan Holdings Corp. II ("Tuscan") held a special meeting of stockholders ("Meeting"). An aggregate of 15,444,311 shares of Tuscan's common stock, which represents a quorum of the outstanding common stock entitled to vote as of the record date of August 20, 2021, were represented in person or by proxy at the Meeting.

Tuscan's stockholders voted on the following proposal at the Meeting, 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 September 30, 2021 to December 31, 2021. The following is a tabulation of the votes with respect to this proposal, which was approved by Tuscan's stockholders:

Holders of an aggregate of 2,284,305 shares of Tuscan's common stock exercised their right to redeem their shares for an aggregate of approximately $23,058,595 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.

As previously disclosed, Tuscan Holdings Acquisition II LLC, Tuscan's sponsor and an affiliate of Stephen A. Vogel, Tuscan's Chief Executive Officer ("sponsor"), agreed that if the Extension Amendment Proposal was approved, it or its affiliates would lend to Tuscan $0.10 (such loan being referred to herein as the "Contribution") for each public share that was not converted in connection with the stockholder vote to approve the proposal. Accordingly, the sponsor lent an aggregate of $1,240,695.50 to Tuscan 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.

Item 9.01. Financial Statement and Exhibits.