Podstawowe statystyki
| CIK | 1773087 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Tuscan Holdings Corp II
SEC Filings (Chronological Order)
Na tej stronie znajduje się pełna, chronologiczna lista zgłoszeń SEC, z wyłączeniem zgłoszeń własności, które udostępniamy gdzie indziej.
| February 15, 2023 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tuscan Holdings Corp. II (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 90070A103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| February 15, 2023 |
EX-99.1 2 d421624dex991.htm EX-99.1 CUSIP No. 90070A103 SCHEDULE 13G Page 1 1 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Tuscan Holdings Corp. II dated as of February 14, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on |
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| February 13, 2023 |
SC 13G/A 1 tsii210231sc13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TUSCAN HOLDINGS CORP. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 90070A103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of |
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| February 13, 2023 |
US90070A1034 / TUSCAN HOLDINGS CORP II 0.00000000 / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Tuscan Holdings Corporation II (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 90070A103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| January 24, 2023 |
Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on January 24, 2023. EX-99.2 3 tm234268d12ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal |
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| January 24, 2023 |
Joint Filing Agreement, dated as of January 24, 2023, among the Reporting Persons. EX-99.1 2 tm234268d12ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of TUSCAN HOLDINGS CORP II dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordan |
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| January 24, 2023 |
SC 13G/A 1 tm234268d12sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 – Exit Filing)* TUSCAN HOLDINGS CORP. II (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 90070A103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Che |
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| January 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 15-12G 1 ea171861-1512gtuscan.htm FORM 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-38970 Tuscan Holdings Cor |
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| December 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: December 19, 2022 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identif |
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| November 21, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: November 18, 2022 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identif |
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| November 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 16, 2022 (November 14, 2022) TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commissio |
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| November 16, 2022 |
Mutual Termination and Release Agreement. Exhibit 10.1 MUTUAL TERMINATION AND RELEASE AGREEMENT This Mutual Termination and Release Agreement (the “Termination Agreement”) is made and entered into effective as of November 14, 2022 (the “Effective Date”) by and among Tuscan Holdings Corp. II, a Delaware corporation (“Tuscan”), and Tuscan Holdings Acquisition II LLC, a limited liability company organized under the laws of Delaware (“Sponsor |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38970 TUSCAN HOLDI |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2022 (October 31, 2022) TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2022 (October 31, 2022) TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission |
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| October 26, 2022 |
Filed by Tuscan Holdings Corp. II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tuscan Holdings Corp. II File No.: 333-267987 The following press release was issued by Tuscan Holdings Corp. II and Surf Air Mobility Inc. on October 24, 2022 and is filed herewith pursuant to Rule 425 under the |
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| October 11, 2022 |
Exhibit 99.1 SURF AIR MOBILITY SIGNS $450 MILLION AIRCRAFT FINANCING FACILITY WITH JETSTREAM AVIATION CAPITAL Jetstream Aviation Capital has expressed its intent to commit to purchase for up to 250 hybrid and fully-electric powertrains from Surf Air Mobility. LOS ANGELES, CA ? October 11, 2022 ? Surf Air Mobility Inc. (?SAM? or the ?Company?), a regional air travel company working to accelerate th |
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| October 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 11, 2022 (October 11, 2022) TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission |
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| October 11, 2022 |
Exhibit 99.1 SURF AIR MOBILITY SIGNS $450 MILLION AIRCRAFT FINANCING FACILITY WITH JETSTREAM AVIATION CAPITAL Jetstream Aviation Capital has expressed its intent to commit to purchase for up to 250 hybrid and fully-electric powertrains from Surf Air Mobility. LOS ANGELES, CA ? October 11, 2022 ? Surf Air Mobility Inc. (?SAM? or the ?Company?), a regional air travel company working to accelerate th |
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| October 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 11, 2022 (October 11, 2022) TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission |
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| October 6, 2022 |
425 1 ea166810-8k425tuscan2.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2022 (October 6, 2022) TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3 |
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| October 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2022 (October 6, 2022) TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission |
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| September 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 2, 2022 (September 1, 2022) TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commissio |
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| September 2, 2022 |
425 1 ea165332-8k425tuscan2.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 2, 2022 (September 1, 2022) TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83- |
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| September 2, 2022 |
Exhibit 10.2 PROMISSORY NOTE September 1, 2022 $250,000.00 Tuscan Holdings Corp. II (?Maker?) promises to pay to the order of Surf Air Global Limited or its successors or assigns (?Payee?) the principal sum of Two Hundred Fifty Thousand dollars and No Cents ($250,000.00) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balanc |
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| September 2, 2022 |
Amendment No. 1 to Business Combination Agreement. Exhibit 10.1 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT AMENDMENT NO.1 TO BUSINESS COMBINATION AGREEMENT, dated as of September 1, 2022 (this ?Amendment?), by and among Tuscan Holdings Corp. II, a Delaware corporation (?SPAC?), Surf Air Global Limited, a BVI business company formed under the laws of the British Virgin Islands (the ?Company?), Surf Air Mobility Inc., a Delaware corporation a |
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| September 2, 2022 |
Exhibit 10.2 PROMISSORY NOTE September 1, 2022 $250,000.00 Tuscan Holdings Corp. II (?Maker?) promises to pay to the order of Surf Air Global Limited or its successors or assigns (?Payee?) the principal sum of Two Hundred Fifty Thousand dollars and No Cents ($250,000.00) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balanc |
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| September 2, 2022 |
Amendment No. 1 to Business Combination Agreement. Exhibit 10.1 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT AMENDMENT NO.1 TO BUSINESS COMBINATION AGREEMENT, dated as of September 1, 2022 (this ?Amendment?), by and among Tuscan Holdings Corp. II, a Delaware corporation (?SPAC?), Surf Air Global Limited, a BVI business company formed under the laws of the British Virgin Islands (the ?Company?), Surf Air Mobility Inc., a Delaware corporation a |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38970 TUSCAN HOLDINGS C |
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| August 8, 2022 |
Exhibit 99.1 © 2 0 2 2 SURF AIR MOBILITY © 2 0 2 2 SURF AIR MOBILITY Advancing the future of flight for the good of people and the planet AUGUST 2022 © 2 0 2 2 SURF AIR MOBILITY About this Presentation This investor presentation (“Presentation”) contains proprietary information of Surf Air Mobility Inc. (“Surf Air Mobility”).This Presentation is made solely for informational purposes, and no repre |
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| August 8, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2022 (August 8, 2022) TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission File |
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| August 8, 2022 |
Exhibit 99.1 ? 2 0 2 2 SURF AIR MOBILITY ? 2 0 2 2 SURF AIR MOBILITY Advancing the future of flight for the good of people and the planet AUGUST 2022 ? 2 0 2 2 SURF AIR MOBILITY About this Presentation This investor presentation (?Presentation?) contains proprietary information of Surf Air Mobility Inc. (?Surf Air Mobility?).This Presentation is made solely for informational purposes, and no repre |
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| August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2022 (August 8, 2022) TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission File |
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| July 15, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 13, 2022 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission File Number) (IRS Empl |
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| June 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2022 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission File Number) (IRS Empl |
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| June 28, 2022 |
Exhibit 10.1 PROMISSORY NOTE June 28, 2022 $261,810.10 Tuscan Holdings Corp. II (?Maker?) promises to pay to the order of Tuscan Holdings Acquisition II LLC or its successors or assigns (?Payee?) the principal sum of Two Hundred Sixty One Thousand Eight Hundred Ten dollars and Ten Cents ($261,810.10) in lawful money of the United States of America, on the terms and conditions described below. 1. P |
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| June 28, 2022 |
Amendment to Amended and Restated Certificate of Incorporation. Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TUSCAN HOLDINGS CORP. II Pursuant to Section 242 of the Delaware General Corporation Law The undersigned, being a duly authorized officer of TUSCAN HOLDINGS CORP. II (the ?Corporation?), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is T |
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| June 28, 2022 |
Amendment to Amended and Restated Certificate of Incorporation. Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TUSCAN HOLDINGS CORP. II Pursuant to Section 242 of the Delaware General Corporation Law The undersigned, being a duly authorized officer of TUSCAN HOLDINGS CORP. II (the ?Corporation?), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is T |
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| June 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2022 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission File Number) (IRS Empl |
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| June 28, 2022 |
Exhibit 10.1 PROMISSORY NOTE June 28, 2022 $261,810.10 Tuscan Holdings Corp. II (?Maker?) promises to pay to the order of Tuscan Holdings Acquisition II LLC or its successors or assigns (?Payee?) the principal sum of Two Hundred Sixty One Thousand Eight Hundred Ten dollars and Ten Cents ($261,810.10) in lawful money of the United States of America, on the terms and conditions described below. 1. P |
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| June 27, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2022 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission File Number) (IRS Empl |
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| June 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2022 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission File Number) (IRS Empl |
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| June 16, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 16, 2022 (June 15, 2022) TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission File Nu |
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| June 16, 2022 |
Subject line: Surf Air Mobility investor update - please read Exhibit 99.1 Subject line: Surf Air Mobility investor update - please read Dear Surf Air Mobility investor, In 2012, Surf Air set out to change the way people fly. By pioneering a new kind of air service, we?ve flown tens of thousands of happy customers all across the country over the years, allowing people to live, work, and explore in an entirely new way. As a Surf Air investor, you believed in |
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| June 16, 2022 |
Subject line: Surf Air Mobility investor update - please read Exhibit 99.1 Subject line: Surf Air Mobility investor update - please read Dear Surf Air Mobility investor, In 2012, Surf Air set out to change the way people fly. By pioneering a new kind of air service, we?ve flown tens of thousands of happy customers all across the country over the years, allowing people to live, work, and explore in an entirely new way. As a Surf Air investor, you believed in |
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| June 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 16, 2022 (June 15, 2022) TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission File Nu |
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| June 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38970 TUSCAN HOLDINGS |
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| June 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2022 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission File Number) (IRS Emplo |
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| June 7, 2022 |
Exhibit 3.1 TUSCAN HOLDINGS CORP. II RECEIVES NASDAQ NOTIFICATION OF NON-COMPLIANCE WITH LISTING RULES NEW YORK, NEW YORK, June 07, 2022 (GLOBE NEWSWIRE) - Tuscan Holdings Corp. II (NASDAQ: THCA) (?Tuscan? or the ?Company?), a blank check company formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one |
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| June 3, 2022 |
DEF 14A 1 def14a0622tuscanholdings2.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Us |
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| May 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| May 19, 2022 |
Exhibit 99.1 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Tuscan Holdings Corp. II Subject Company: Tuscan Holdings Corp. II File No. 001-38970 SURF AIR MOBILITY TO GO PUBLIC THROUGH $1.42 BILLION MERGER WITH TUSCAN HOLDINGS CORP. II, ACCELERATING THE ROLLOUT OF INDUSTRY LEADING HY |
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| May 19, 2022 |
Exhibit 99.7 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Tuscan Holdings Corp. II Subject Company: Tuscan Holdings Corp. II File No. 001-38970 2 3 4 5 6 |
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| May 19, 2022 |
Exhibit 99.4 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Tuscan Holdings Corp. II Subject Company: Tuscan Holdings Corp. II File No. 001-38970 2 3 4 |
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| May 19, 2022 |
Exhibit 99.2 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Tuscan Holdings Corp. II Subject Company: Tuscan Holdings Corp. II File No. 001-38970 SURF AIR MOBILITY SIGNS DEFINITIVE AGREEMENT TO MERGE WITH SOUTHERN AIRWAYS CORPORATION Southern Airways Express will help to accelerate t |
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| May 19, 2022 |
Exhibit 99.3 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Tuscan Holdings Corp. II Subject Company: Tuscan Holdings Corp. II File No. 001-38970 SURF AIR MOBILITY ENTERS INTO EXCLUSIVE AGREEMENTS WITH AEROTEC AND MAGNIX TO ACCELERATE DEVELOPMENT OF ELECTRIFIED COMMERCIAL AIRCRAFT LO |
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| May 19, 2022 |
Exhibit 99.3 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Tuscan Holdings Corp. II Subject Company: Tuscan Holdings Corp. II File No. 001-38970 SURF AIR MOBILITY ENTERS INTO EXCLUSIVE AGREEMENTS WITH AEROTEC AND MAGNIX TO ACCELERATE DEVELOPMENT OF ELECTRIFIED COMMERCIAL AIRCRAFT LO |
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| May 19, 2022 |
SPAC Announcement: Employee internal email Exhibit 99.6 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Tuscan Holdings Corp. II Subject Company: Tuscan Holdings Corp. II File No. 001-38970 SPAC Announcement: Employee internal email Timing: Wednesday 5/18 @ 4:01 am Subject line: ?Company update: Surf Air Mobility plans to go p |
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| May 19, 2022 |
Exhibit 99.7 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Tuscan Holdings Corp. II Subject Company: Tuscan Holdings Corp. II File No. 001-38970 2 3 4 5 6 |
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| May 19, 2022 |
EX-99.4 5 ea160273ex99-4tuscan2.htm BLOOMBERG ARTICLE, DATED MAY 18, 2022 Exhibit 99.4 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Tuscan Holdings Corp. II Subject Company: Tuscan Holdings Corp. II File No. 001-38970 2 3 4 |
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| May 19, 2022 |
SPAC Announcement: Employee internal email Exhibit 99.6 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Tuscan Holdings Corp. II Subject Company: Tuscan Holdings Corp. II File No. 001-38970 SPAC Announcement: Employee internal email Timing: Wednesday 5/18 @ 4:01 am Subject line: ?Company update: Surf Air Mobility plans to go p |
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| May 19, 2022 |
Exhibit 99.5 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Tuscan Holdings Corp. II Subject Company: Tuscan Holdings Corp. II File No. 001-38970 |
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| May 19, 2022 |
Exhibit 99.2 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Tuscan Holdings Corp. II Subject Company: Tuscan Holdings Corp. II File No. 001-38970 SURF AIR MOBILITY SIGNS DEFINITIVE AGREEMENT TO MERGE WITH SOUTHERN AIRWAYS CORPORATION Southern Airways Express will help to accelerate t |
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| May 19, 2022 |
425 1 ea160273-8k425tuscan2.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2022 (May 18, 2022) TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (S |
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| May 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2022 (May 18, 2022) TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission File Num |
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| May 19, 2022 |
Exhibit 99.5 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Tuscan Holdings Corp. II Subject Company: Tuscan Holdings Corp. II File No. 001-38970 |
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| May 19, 2022 |
EX-99.1 2 ea160273ex99-1tuscan2.htm REVISED JOINT PRESS RELEASE FOR MERGER AGREEMENT SIGNING, DATED MAY 18, 2022 Exhibit 99.1 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Tuscan Holdings Corp. II Subject Company: Tuscan Holdings Corp. II File No. 001-38970 SURF AIR MOBILITY TO GO P |
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| May 18, 2022 |
Form of Registration Rights Agreement. Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made as of [?], 2022, by and among (i) Surf Air Mobility Inc., a Delaware corporation (?Pubco?), (ii) each of the Persons listed on Schedule A attached hereto (the ?Schedule of Holders?) as of the date hereof, and (iii) each of the other Persons set forth from time to time on the Schedule of Holders |
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| May 18, 2022 |
Confidentiality and Lockup Agreement, dated as of May 17, 2022. Exhibit 10.1 CONFIDENTIALITY AND LOCKUP AGREEMENT This Confidentiality and Lockup Agreement is dated as of May 17, 2022 and is among Surf Air Mobility Inc., a Delaware corporation (?Parentco?), Tuscan Holdings Acquisition II, LLC, a Delaware limited liability company (together with its successors, the ?Sponsor?) and the other persons who enter into a joinder to this Agreement substantially in the |
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| May 18, 2022 |
Merger Agreement, dated as of May 17, 2022, by and among Tuscan and the Surf Entities. EX-2.1 2 ea160172ex2-1tuscanhol2.htm BUSINESS COMBINATION AGREEMENT Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among TUSCAN HOLDINGS CORP. II, Surf Air Global Limited, Surf Air Mobility Inc., THCA MERGER SUB INC. AND SAGL Merger Sub Limited Dated as of May 17, 2022 TABLE OF CONTENTS Page Article I. THE MERGERS AND OTHER TRANSACTIONS 3 Section 1.01 The Mergers 3 Section 1.02 Closing 3 Sectio |
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| May 18, 2022 |
Voting Support Agreement, dated as of May 17, 2022. Exhibit 10.2 VOTING SUPPORT AGREEMENT VOTING SUPPORT AGREEMENT, dated as of May 17, 2022 (this ?Agreement?), by and among TUSCAN HOLDINGS CORP. II, a Delaware corporation (?Tuscan?), and each of the members of Surf Air Global Limited, a company formed under the laws of the British Virgin Islands (the ?Company?) whose names appear on the signature pages of this Agreement (each, a ?Shareholder? and, |
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| May 18, 2022 |
Sponsor Letter Agreement, dated as of May 17, 2022. Exhibit 10.3 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this ?Agreement?), dated as of May 17, 2022, is made by and among Tuscan Holdings Acquisition II, LLC, a Delaware limited liability company (together with its successors, the ?Sponsor?), Tuscan Holdings Corp. II, a Delaware corporation (?Tuscan?), Surf Air Global Limited, a corporation formed under the laws of the British Virgin |
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| May 18, 2022 |
Exhibit 99.1 SURF AIR MOBILITY TO GO PUBLIC THROUGH $1.42 BILLION MERGER WITH TUSCAN HOLDINGS CORP. II, ACCELERATING THE ROLLOUT OF INDUSTRY LEADING HYBRID ELECTRIC AIRCRAFT ? Surf Air Mobility (?SAM? or the ?Company?) provides a regional air mobility platform with scheduled routes and on demand charter flights operated by third-party Part 135 charter operators. The Company intends to accelerate t |
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| May 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2022 (May 17, 2022) TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission File Num |
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| May 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2022 (May 17, 2022) TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission File Num |
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| May 18, 2022 |
Confidentiality and Lockup Agreement, dated as of May 17, 2022. EX-10.1 3 ea160172ex10-1tuscanhol2.htm FORM OF CONFIDENTIALITY AND LOCKUP AGREEMENT, DATED AS OF MAY 17, 2022 Exhibit 10.1 CONFIDENTIALITY AND LOCKUP AGREEMENT This Confidentiality and Lockup Agreement is dated as of May 17, 2022 and is among Surf Air Mobility Inc., a Delaware corporation (“Parentco”), Tuscan Holdings Acquisition II, LLC, a Delaware limited liability company (together with its suc |
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| May 18, 2022 |
Sponsor Letter Agreement, dated as of May 17, 2022. Exhibit 10.3 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of May 17, 2022, is made by and among Tuscan Holdings Acquisition II, LLC, a Delaware limited liability company (together with its successors, the “Sponsor”), Tuscan Holdings Corp. II, a Delaware corporation (“Tuscan”), Surf Air Global Limited, a corporation formed under the laws of the British Virgin |
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| May 18, 2022 |
Exhibit 99.1 SURF AIR MOBILITY TO GO PUBLIC THROUGH $1.42 BILLION MERGER WITH TUSCAN HOLDINGS CORP. II, ACCELERATING THE ROLLOUT OF INDUSTRY LEADING HYBRID ELECTRIC AIRCRAFT ● Surf Air Mobility (“SAM” or the “Company”) provides a regional air mobility platform with scheduled routes and on demand charter flights operated by third-party Part 135 charter operators. The Company intends to accelerate t |
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| May 18, 2022 |
Merger Agreement, dated as of May 17, 2022, by and among Tuscan and the Surf Entities. Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among TUSCAN HOLDINGS CORP. II, Surf Air Global Limited, Surf Air Mobility Inc., THCA MERGER SUB INC. AND SAGL Merger Sub Limited Dated as of May 17, 2022 TABLE OF CONTENTS Page Article I. THE MERGERS AND OTHER TRANSACTIONS 3 Section 1.01 The Mergers 3 Section 1.02 Closing 3 Section 1.03 First Effective Time; Second Effective Time 3 Section 1.04 Ef |
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| May 18, 2022 |
Form of Registration Rights Agreement. EX-10.4 6 ea160172ex10-4tuscanhol2.htm FORM OF REGISTRATION RIGHTS AGREEMENT Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2022, by and among (i) Surf Air Mobility Inc., a Delaware corporation (“Pubco”), (ii) each of the Persons listed on Schedule A attached hereto (the “Schedule of Holders”) as of the date hereof, and (iii) eac |
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| May 18, 2022 |
Voting Support Agreement, dated as of May 17, 2022. Exhibit 10.2 VOTING SUPPORT AGREEMENT VOTING SUPPORT AGREEMENT, dated as of May 17, 2022 (this “Agreement”), by and among TUSCAN HOLDINGS CORP. II, a Delaware corporation (“Tuscan”), and each of the members of Surf Air Global Limited, a company formed under the laws of the British Virgin Islands (the “Company”) whose names appear on the signature pages of this Agreement (each, a “Shareholder” and, |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 FORM 12b-25 Expires: April 30, 2025 Estimated average burden Hours per form 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-38826 CUSIP NUMBER 90069K104 (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, 2022 ? T |
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| April 29, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2022 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission File Number) (IRS Emp |
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| April 26, 2022 |
EX-3.1 2 ea158888ex3-1tuscanhold2.htm PRESS RELEASE Exhibit 3.1 TUSCAN HOLDINGS CORP. II RECEIVES NASDAQ NOTIFICATION OF NON-COMPLIANCE WITH LISTING RULES NEW YORK, NEW YORK – April 26, 2022 – Tuscan Holdings Corp. II (NASDAQ: THCA) (“Tuscan” or the “Company”), a blank check company formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or s |
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| April 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2022 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission File Number) (IRS Emp |
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| April 25, 2022 |
Description of Registrant’s Securities. Exhibit 4.5 DESCRIPTION OF REGISTRANT’S SECURITIES The following description of the securities of Tuscan Holdings Corp. II (“Company”) is based on and qualified by the Company’s Amended and Restated Certificate of Incorporation (the “Charter”). References to the “Company” and to “we,” “us,” and “our” refer to Tuscan Holdings Corp. II. General The Company is authorized to issue 50,000,000 shares of |
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| April 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2021 Commission File Number 001-38970 TUSCAN HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Delaware 83-3853706 (State or Other Jurisdiction of Incorporation) (I.R.S. Employ |
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| April 25, 2022 |
US90069K1043 / Tuscan Holdings Corp. / Harraden Circle Investments, LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Tuscan Holdings Corp. II (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 90069K104 (CUSIP Number) April 14, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2022 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission File Number) (IRS Empl |
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| April 1, 2022 |
EX-3.1 2 ea157857ex3-1tuscan2.htm AMENDED AND RESTATED BYLAWS Exhibit 3.1 BY LAWS OF TUSCAN HOLDINGS CORP. II ARTICLE I OFFICES 1.1 Registered Office. The registered office of Tuscan Holdings Corp. II (the “Corporation”) in the State of Delaware shall be established and maintained at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, County of New Castle and Vcorp Services, LLC shall be th |
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| March 31, 2022 |
Amendment No. 3 to Amended and Restated Certificate of Incorporation.***** Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TUSCAN HOLDINGS CORP. II Pursuant to Section 242 of the Delaware General Corporation Law The undersigned, being a duly authorized officer of TUSCAN HOLDINGS CORP. II (the ?Corporation?), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is T |
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| March 31, 2022 |
Description of Registrant’s Securities. Exhibit 4.5 DESCRIPTION OF REGISTRANT?S SECURITIES The following description of the securities of Tuscan Holdings Corp. II (?Company?) is based on and qualified by the Company?s Amended and Restated Certificate of Incorporation (the ?Charter?). References to the ?Company? and to ?we,? ?us,? and ?our? refer to Tuscan Holdings Corp. II. General The Company is authorized to issue 50,000,000 shares of |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 29, 2022 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission File Number) (IRS Emp |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2020 Commission File Number 001-38970 TUSCAN HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Delaware 83-3853706 (State or Other Jurisdiction of Incorporati |
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| March 31, 2022 |
EX-10.1 3 ea157681ex10-1tuscanhold2.htm PROMISSORY NOTE Exhibit 10.1 PROMISSORY NOTE March 29, 2022 $265,750.10 Tuscan Holdings Corp. II (“Maker”) promises to pay to the order of Tuscan Holdings Acquisition II LLC or its successors or assigns (“Payee”) the principal sum of Two Hundred Sixty Five Thousand Seven Hundred Fifty One dollars and Ten Cents ($265,750.10) in lawful money of the United Stat |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 FORM 12b-25 Expires: March 31, 2022 Estimated average burden Hours per form 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-38826 CUSIP NUMBER 90069K104 (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: December 31, 2021 |
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| March 22, 2022 |
DEFA14A 1 defa14a0322tuscanholding2.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| March 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 16, 2022 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission File Number) (IRS Emp |
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| March 1, 2022 |
DEF 14A 1 def14a0222tuscanholdings2.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commissi |
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| February 18, 2022 |
PRE 14A 1 ea155892-pre14atuscanhold2.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commis |
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| February 14, 2022 |
US90070A1034 / TUSCAN HOLDINGS CORP II 0.00000000 / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Tuscan Holdings Corp. II (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 90070A103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 11, 2022 |
US90070A1034 / TUSCAN HOLDINGS CORP II 0.00000000 / Castle Creek Arbitrage, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TUSCAN HOLDINGS CORP. II (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 90070A103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate th |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tuscan Holdings Corp. II (Name of Issuer) Common Stock (Title of Class of Securities) 90070A103 (CUSIP Number) 31 December 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 11, 2022 |
EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. |
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| February 11, 2022 |
EXHIBIT 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, Michael Edward Platt, hereby make, constitute and appoint Steven Pariente, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as principal of, or in other capacities with, BlueCrest Capital Management Limited, a company organized under the |
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| January 27, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tuscan Holdings Corp. II (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 90070A103 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule purs |
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| January 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tuscan Holdings Corp. II (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 90070A103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| December 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2021 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission File Number) (IRS |
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| December 27, 2021 |
Amendment No. 2 to Amended and Restated Certificate of Incorporation.**** EX-3.1 2 ea152816ex3-1tuscan2.htm AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TUSCAN HOLDINGS CORP. II Pursuant to Section 242 of the Delaware General Corporation Law The undersigned, being a duly authorized officer of TUSCAN HOLDINGS CORP. II (the “Corporation”), a corporation existing under the l |
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| December 27, 2021 |
EX-10.1 3 ea152816ex10-1tuscan2.htm PROMISSORY NOTE Exhibit 10.1 PROMISSORY NOTE December 23, 2021 $930,764.50 Tuscan Holdings Corp. II (“Maker”) promises to pay to the order of Tuscan Holdings Acquisition II LLC or its successors or assigns (“Payee”) the principal sum of Nine Hundred Thirty Thousand Seven Hundred Sixty Four dollars and Fifty Cents ($930,764.50) in lawful money of the United State |
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| December 15, 2021 |
DEFA14A 1 ea152408-defa14atuscanhold2.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the C |
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| December 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2021 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission (IRS Employer of I |
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| December 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| December 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| December 3, 2021 |
SC 13G 1 brhc10031417sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tuscan Holdings Corp. II (Name of Issuer) Common Stock (Title of Class of Securities) 90070A103 (CUSIP Number) 26 November 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi |
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| November 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2021 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38970 TUSCAN HOLDI |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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 CUSIP NUMBER 90069K104 (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: September 30, 2 |
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| September 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 28, 2021 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission (IRS Employer of |
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| September 29, 2021 |
Amendment No. 1 to Amended and Restated Certificate of Incorporation.*** EX-3.1 2 ea148049ex3-1tuscanhold2.htm AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TUSCAN HOLDINGS CORP. II Pursuant to Section 242 of the Delaware General Corporation Law The undersigned, being a duly authorized officer of TUSCAN HOLDINGS CORP. II (the “Corporation”), a corporation existing under t |
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| September 29, 2021 |
EX-10.1 3 ea148049ex10-1tuscanhold2.htm PROMISSORY NOTE Exhibit 10.1 PROMISSORY NOTE $1,240,695.50 As of September 29, 2021 Tuscan Holdings Corp. II (“Maker”) promises to pay to the order of Tuscan Holdings Acquisition II LLC or its successors or assigns (“Payee”) the principal sum of One Million Two Hundred Forty Thousand Six Hundred Ninety Five Dollars and Fifty Cents ($1,240,695.50) in lawful m |
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| September 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| September 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 21, 2021 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission (IRS Employer of |
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| August 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| August 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38970 TUSCAN HOLDINGS C |
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| July 6, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tuscan Holdings Corp. II (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 90070A103 (CUSIP Number) June 25, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to |
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| June 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38970 TUSCAN HOLDINGS |
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| June 28, 2021 |
Description of Registrant’s Securities. EX-4.5 2 f10k2020a1ex4-5tuscan2.htm DESCRIPTION OF REGISTRANT'S SECURITIES Exhibit 4.5 DESCRIPTION OF REGISTRANT’S SECURITIES The following description of the securities of Tuscan Holdings Corp. II (“Company”) is based on and qualified by the Company’s Amended and Restated Certificate of Incorporation (the “Charter”). References to the “Company” and to “we,” “us,” and “our” refer to Tuscan Holding |
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| June 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2020 Commission File Number 001-38970 TUSCAN HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Delaware 83-3853706 (State or Other Jurisdiction of Incorporati |
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| June 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 25, 2021 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission (IRS Employer of Incor |
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| May 28, 2021 |
Tuscan HOLDINGS CORP. II RECEIVES EXPECTED NASDAQ NOTIFICATION REGARDING DELAYED FORM 10-Q EX-99.1 2 ea141910ex99-1tuscanhold2.htm PRESS RELEASE DATED MAY 28, 2021 Exhibit 99.1 Tuscan HOLDINGS CORP. II RECEIVES EXPECTED NASDAQ NOTIFICATION REGARDING DELAYED FORM 10-Q NEW YORK, New York – May 28, 2021 - Tuscan Holdings Corp. II (NASDAQ: THCA) (“Tuscan II” or the “Company”), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purcha |
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| May 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2021 Tuscan Holdings Corp. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission (IRS Employer of Incorp |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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 CUSIP NUMBER 90069K104 (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 |
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| April 19, 2021 |
8-K 1 ea139584-8ktuscanhold.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 14, 2021 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other |
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| April 19, 2021 |
Exhibit 99.1 Tuscan Holdings Corp. II Stockholders Approve Extension of the Date to Consummate Business Combination, Among Other Actions New York, NY, April 16, 2021 (GLOBE NEWSWIRE) - Tuscan Holdings Corp. II (NASDAQ: THCAU) (the ?Company?) announced today that at the annual meeting of stockholders held on April 14, 2021, the Company?s stockholders approved a proposal to extend the date by which |
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| April 19, 2021 |
Amendment to Amended and Restated Certificate of Incorporation. Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TUSCAN HOLDINGS CORP. II Pursuant to Section 242 of the Delaware General Corporation Law The undersigned, being a duly authorized officer of TUSCAN HOLDINGS CORP. II (the ?Corporation?), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is T |
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| March 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| March 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2020 Commission File Number 001-38970 TUSCAN HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Delaware 83-3853706 (State or Other Jurisdiction of Incorporation) (I.R.S. Employ |
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| March 19, 2021 |
Description of Registrant’s Securities. Exhibit 4.5 DESCRIPTION OF REGISTRANT?S SECURITIES The following description of the securities of Tuscan Holdings Corp. II (?Company?) is based on and qualified by the Company?s Amended and Restated Certificate of Incorporation (the ?Charter?). References to the ?Company? and to ?we,? ?us,? and ?our? refer to Tuscan Holdings Corp. II. General The Company is authorized to issue 50,000,000 shares of |
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| March 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TUSCAN HOLDINGS CORP. II (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 90070A103 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t |
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| January 11, 2021 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 5, 2021 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| November 13, 2020 |
Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38970 TUSCAN HOLDI |
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| October 1, 2020 |
90070A103 / TUSCAN HOLDINGS CORP II 0.00000000 / BASSO CAPITAL MANAGEMENT, L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* TUSCAN HOLDINGS CORP. II (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 90070A103 (CUSIP Number) September 29, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th |
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| August 11, 2020 |
Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38970 TUSCAN HOLDINGS C |
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| July 20, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 20, 2020 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Other Jurisdiction (Commission (IRS Employer of Incor |
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| May 4, 2020 |
Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38970 TUSCAN HOLDINGS |
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| March 27, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2019 Commission File Number 001-38970 TUSCAN HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Delaware 83-3853706 (State or Other Jurisdiction of Incorporation) (I.R.S. Employ |
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| March 27, 2020 |
Description of Registrant’s Securities. Exhibit 4.5 DESCRIPTION OF REGISTRANT’S SECURITIES The following summary of Tuscan Holdings Corp. II’s securities is based on and qualified by the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”). References to the “Company” and to “we,” “us,” and “our” refer to Tuscan Holdings Corp. II. General As of December 31, 2019, the Company is authorized to i |
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| February 13, 2020 |
SC 13G 1 sc13g1219stephentuscan2.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* TUSCAN HOLDINGS CORP. II (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of |
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| January 14, 2020 |
SC 13G/A 1 d867986dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tuscan Holdings Corp. II (Name of Issuer) Common Stock (Title of Class of Securities) 90070A103 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d |
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| November 12, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38970 TUSCAN HOLDI |
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| August 27, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38970 TUSCAN HOLDINGS C |
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| August 27, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: ......................... 3235-0058 Expires: ........................ February 28, 2022 Estimated average burden Hours per form ................................... 2.50 SEC FILE NUMBER 001-38971 CUSIP NUMBER 90070A103 (Check One): ? Form 10-K ? Form 20-F ? Form 1 |
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| July 26, 2019 |
TUSCAN HOLDINGS CORP. II ANNOUNCES SECURITIES TO COMMENCE SEPARATE TRADING Exhibit 99.1 FOR IMMEDIATE RELEASE TUSCAN HOLDINGS CORP. II ANNOUNCES SECURITIES TO COMMENCE SEPARATE TRADING New York, NY, July 26, 2019 ? Tuscan Holdings Corp. II (NASDAQ: THCAU) (the ?Company?) announced today that separate trading of its shares of common stock and warrants underlying the Company?s units would commence on or about July 30, 2019. The common stock and warrants will be traded on t |
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| July 26, 2019 |
Other Events, Financial Statements and Exhibits 8-K 1 f8k072619tuscanholding2.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2019 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Othe |
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| July 22, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tuscan Holdings Corp. II (Name of Issuer) Common Stock (Title of Class of Securities) 90070A202 (CUSIP Number) July 16, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| July 22, 2019 |
Exhibit 99.2 TUSCAN HOLDINGS CORP. II ANNOUNCES CLOSING OF $150 MILLION INITIAL PUBLIC OFFERING New York, NY, July 16, 2019 (GLOBE NEWSWIRE) - Tuscan Holdings Corp. II (Nasdaq: THCAU) (the “Company”) announced today that it has completed its initial public offering of 15,000,000 units. Each unit consists of one share of the Company’s common stock, par value $.0001 per share (“Common Stock”), and o |
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| July 22, 2019 |
Tuscan Holdings Corp. II INDEX TO FINANCIAL STATEMENT Exhibit 99.1 Tuscan Holdings Corp. II INDEX TO FINANCIAL STATEMENT PAGE Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Balance Sheet F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Tuscan Holdings Corp. II Opinion on the Financial Statements We have audited the accompanying balance sheet of Tu |
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| July 22, 2019 |
Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits 8-K 1 f8k071619tuscanholdings2.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 16, 2019 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38970 83-3853706 (State or Oth |
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| July 22, 2019 |
TUSCAN HOLDINGS CORP. II ANNOUNCES CLOSING OF FULL OVER-ALLOTMENT OPTION EX-99.3 4 f8k071619ex99-3tuscan2.htm PRESS RELEASE ANNOUNCING OVER-ALLOTMENT OPTION. Exhibit 99.3 FOR IMMEDIATE RELEASE TUSCAN HOLDINGS CORP. II ANNOUNCES CLOSING OF FULL OVER-ALLOTMENT OPTION New York, NY, July 19, 2019 – Tuscan Holdings Corp. II (NASDAQ: THCAU) (the “Company”) announced today that it has completed the sale of the full 2,250,000 units pursuant to the underwriters’ over-allotment |
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| July 22, 2019 |
EX-99.A Page 1 0 of 10 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Tuscan Holdings Corp. II dated as of July 16, 2019 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Sec |
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| July 16, 2019 |
Subscription Agreement between the Company and Tuscan Holdings Acquisition II LLC. Exhibit 10.4.1 July 11, 2019 Gentlemen: Tuscan Holdings Corp. II (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”). The Corporation currently anticipates sel |
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| July 16, 2019 |
Stock Escrow Agreement between Continental Stock Transfer & Trust Company and the Registrant.* Exhibit 10.2 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of July 11, 2019 (“Agreement”), by and among TUSCAN HOLDINGS CORP. II, a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Founder”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”). WHEREAS, the Company was formed for the purpose of completing |
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| July 16, 2019 |
8-K 1 f8k071119tuscanholdings2.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2019 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-38971 83-3853706 (State or Oth |
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| July 16, 2019 |
Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* Exhibit 4.1 WARRANT AGREEMENT This agreement is made as of July 11, 2019 between Tuscan Holdings Corp. II, a Delaware corporation, with offices at 135 E. 57th Street, 17th Floor, New York, NY 10022 (?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (?Warrant Agent?). WHEREAS, the Company is engaged in a publ |
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| July 16, 2019 |
Registration Rights Agreement* Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of the 11th day of July, 2019, by and among Tuscan Holdings Corp. II, a Delaware corporation (the ?Company?), and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Investors and the Compan |
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| July 16, 2019 |
TUSCAN HOLDINGS CORP. II ANNOUNCES PRICING OF $150 MILLION INITIAL PUBLIC OFFERING Exhibit 99.1 Contact: Stephen A. Vogel Chief Executive Officer Tuscan Holdings Corp. II (646) 948-7100 FOR IMMEDIATE RELEASE TUSCAN HOLDINGS CORP. II ANNOUNCES PRICING OF $150 MILLION INITIAL PUBLIC OFFERING New York, NY, July 11, 2019 ? Tuscan Holdings Corp. II (Nasdaq: THCAU) (the ?Company?) announced today that its Registration Statement on Form S-1 (SEC File No. 333-232205) was declared effect |
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| July 16, 2019 |
Amended and Restated Certificate of Incorporation.* Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TUSCAN HOLDINGS CORP. II Pursuant to Section 245 of the Delaware General Corporation Law Tuscan Holdings Corp. II, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is “Tuscan Holdings Corp. II”. 2. The Corpor |
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| July 16, 2019 |
Exhibit 1.1 15,000,000 Units TUSCAN HOLDINGS CORP. II UNDERWRITING AGREEMENT New York, New York July 11, 2019 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Tuscan Holdings Corp. II, a Delaware corporation (the ?Company?), hereby confirms its agreement with EarlyBirdCapital, Inc. (the ?Repres |
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| July 16, 2019 |
Subscription Agreement between the Company and EarlyBirdCapital, Inc. Exhibit 10.4.2 July 11, 2019 Gentlemen: Tuscan Holdings Corp. II (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering to be lead-managed by EarlyBirdCapital, Inc. (“IPO |
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| July 16, 2019 |
Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of July 11, 2019 by and between Tuscan Holdings Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-232205 (“Registration Statement”) for its initial public offering of securities (“IPO”) has been declared effective as of t |
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| July 15, 2019 |
PROSPECTUS Tuscan Holdings Corp. II 15,000,000 Units Filed Pursuant to Rule 424(b)(4) Registration No.: 333-232205 PROSPECTUS $150,000,000 Tuscan Holdings Corp. II 15,000,000 Units Tuscan Holdings Corp. II is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we |
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| July 11, 2019 |
As filed with the Securities and Exchange Commission on July 11, 2019 As filed with the Securities and Exchange Commission on July 11, 2019 Registration No. |
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| July 10, 2019 |
8-A12B 1 f8a12b070919tuscanholding2.htm REGISTRATION OF CERTAIN CLASSES OF SECURITIES U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TUSCAN HOLDINGS CORP. II (Exact Name of Registrant as Specified in Its Charter) Delaware 83-385706 (State of Incorpora |
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| July 10, 2019 |
The Nasdaq Stock Market LLC · 805 King Farm Blvd. · Rockville, MD 20850 · USA · www.nasdaq.com Will Slattery Vice President Listing Qualifications July 10, 2019 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on July 10, 2019, The Nasdaq Stock Market (the "Exchange") received |
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| July 9, 2019 |
EARLYBIRDCAPITAL, INC. 366 Madison Avenue | 8th Floor New York, NY 10017 CORRESP 1 filename1.htm EARLYBIRDCAPITAL, INC. 366 Madison Avenue | 8th Floor New York, NY 10017 July 9, 2019 VIA EDGAR Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Attn: Kim McManus, Senior Attorney Re: Tuscan Holdings Corp. II (the "Company") Registration Statement on Form S-1 (File No. 333-232205) (the "Registration Statement") Dear Ms. McManus: In connection wi |
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| July 9, 2019 |
EARLYBIRDCAPITAL, INC. 366 Madison Avenue | 8th Floor New York, NY 10017 CORRESP 1 filename1.htm EARLYBIRDCAPITAL, INC. 366 Madison Avenue | 8th Floor New York, NY 10017 July 9, 2019 VIA EDGAR Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Attn: Kim McManus, Senior Attorney Re: Tuscan Holdings Corp. II (the "Company") Registration Statement on Form S-1 (File No. 333-232205) (the "Registration Statement") Dear Ms. McManus: In accordance wi |
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| July 9, 2019 |
Tuscan Holdings Corp. II 135 E. 57th St. , 17th Floor New York, NY 10022 July 9, 2019 CORRESP 1 filename1.htm Tuscan Holdings Corp. II 135 E. 57th St. , 17th Floor New York, NY 10022 July 9, 2019 VIA EDGAR Ms. Kim McManus Senior Attorney Office of Real Estate and Commodities Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Tuscan Holdings Corp. II Registration Statement on Form S-1 File No. 333-232205 Dear Ms. McManus: Tuscan Holdings Corp. II (the “ |
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| July 3, 2019 |
Exhibit 10.5.1 , 2019 Gentlemen: Tuscan Holdings Corp. II (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”). The Corporation currently anticipates selling un |
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| July 3, 2019 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of , 2019 by and between Tuscan Holdings Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-232205 (“Registration Statement”) for its initial public offering of securities (“IPO”) has been declared effective as of the date |
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| July 3, 2019 |
Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS TUSCAN HOLDINGS CORP. II CUSIP 90070A202 UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-HALF OF ONE WARRANT THIS CERTIFIES THAT is the owner ofUnits. Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Tuscan Holdings Corp. II, a Delaware corporation (the “Company”), an |
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| July 3, 2019 |
Form of Underwriting Agreement. Exhibit 1.1 12,500,000 Units TUSCAN HOLDINGS CORP. II UNDERWRITING AGREEMENT New York, New York [], 2019 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Tuscan Holdings Corp. II, a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representat |
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| July 3, 2019 |
As filed with the Securities and Exchange Commission on July 2, 2019 Registration No. |
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| July 3, 2019 |
Form of Business Combination Marketing Agreement. Exhibit 1.2 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 [], 2019 Tuscan Holdings Corp. II 135 East 57th Street, 18th Floor New York, NY 10022 Attn: Stephen A. Vogel Ladies and Gentlemen: This is to confirm our agreement whereby Tuscan Holdings Corp. II, a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with th |
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| July 3, 2019 |
Specimen Warrant Certificate.** Exhibit 4.3 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS TUSCAN HOLDINGS CORP. II CUSIP 90070A111 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant(s)”) of Tuscan Holdings Corp. II, a Delaware corporation (the “Company”), expiring at 5:00 p.m., Ne |
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| July 3, 2019 |
Exhibit 99.3 Adopted: , 2019 NOMINATING COMMITTEE CHARTER OF TUSCAN HOLDINGS CORP. II The responsibilities and powers of the Nominating Committee (the “Nominating Committee”) of the Board of Directors (“Board”) of Tuscan Holdings Corp. II (the “Company”), as delegated by the Board, are set forth in this charter. Whenever the Nominating Committee takes an action, it shall exercise its independent j |
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| July 3, 2019 |
Form of Subscription agreement for private units and private warrants by EarlyBirdCapital, Inc. Exhibit 10.5.2 , 2019 Gentlemen: Tuscan Holdings Corp. II (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering to be lead-managed by EarlyBirdCapital, Inc. (“IPO”). The |
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| July 3, 2019 |
Form of Amended and Restated Certificate of Incorporation. Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TUSCAN HOLDINGS CORP. II Pursuant to Section 245 of the Delaware General Corporation Law Tuscan Holdings Corp. II, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is “Tuscan Holdings Corp. II”. 2. The Corpor |
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| July 3, 2019 |
Form of Registration Rights Agreement. Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2019, by and among Tuscan Holdings Corp. II, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors and the Company desire |
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| July 3, 2019 |
Exhibit 4.4 WARRANT AGREEMENT This agreement is made as of [?], 2019 between Tuscan Holdings Corp. II, a Delaware corporation, with offices at 135 E. 57th Street, 18th Floor, New York, NY 10022 (?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (?Warrant Agent?). WHEREAS, the Company is engaged in a public o |
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| July 3, 2019 |
Compensation committee charter. Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF TUSCAN HOLDINGS CORP. II I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Tuscan Holdings Corp. II (the “Company”) for the purposes of, among other things, (a) discharging the Board’s responsibilities relating to the compensation of the Company’s chief exe |
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| July 3, 2019 |
EX-4.2 6 fs12019a1ex4-2tuscan.htm SPECIMEN COMMON STOCK CERTIFICATE Exhibit 4.2 NUMBER SHARES C TUSCAN HOLDINGS CORP. II INCORPORATED UNDER THE LAWS OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP 90070A103 is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF TUSCAN HOLDINGS CORP. II transferable on the book |
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| July 3, 2019 |
Exhibit 14 TUSCAN HOLDINGS CORP. II CODE OF ETHICS 1. Introduction The Board of Directors of Tuscan Holdings Corp. II (the “Company”) has adopted this code of ethics (the “Code”), which is applicable to all directors, officers, and employees of the Company, with the intent to: ● promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between p |
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| July 3, 2019 |
Form of Stock Escrow Agreement. Exhibit 10.6 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of [], 2019 (“Agreement”), by and among TUSCAN HOLDINGS CORP. II, a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Founder”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”). WHEREAS, the Company was formed for the purpose of completing a me |
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| July 3, 2019 |
Exhibit 99.1 Adopted: , 2019 AUDIT COMMITTEE CHARTER OF TUSCAN HOLDINGS CORP. II Purpose The purposes of the Audit Committee (the “Audit Committee”) of the Board of Directors (“Board”) of Tuscan Holdings Corp. II (“Company”) are to assist the Board in monitoring: (1) the integrity of the annual, quarterly, and other financial statements of the Company, (2) the independent auditor’s qualifications |
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| July 3, 2019 |
Exhibit 10.1 [ , 2019] Tuscan Holdings Corp. II 135 E. 57th St., 18th Floor New York, NY 10022 (646) 948-7100 EarlyBirdCapital, Inc. 366 Madison Ave 8th Floor New York, NY 10017 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Tuscan Holdings Corp. II, a Delaware cor |
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| July 2, 2019 |
Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 CORRESP 1 filename1.htm Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] July 2, 2019 Division of Corporation Finance Office of Real Estate and Commodities Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Tuscan Holdings C |
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| June 26, 2019 |
June 26, 2019 Stephen Vogel Chief Executive Officer Tuscan Holdings Corp. II 135 E. 57th St., 18th Floor New York, NY 10022 Re: Tuscan Holdings Corp. II Registration Statement on Form S-1 Filed June 19, 2019 File No. 333-232205 Dear Mr. Vogel: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we m |
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| June 19, 2019 |
Exhibit 3.3 Adopted as of March 5, 2019 BY LAWS OF TUSCAN HOLDINGS CORP. II ARTICLE I OFFICES 1.1 Registered Office. The registered office of Tuscan Holdings Corp. II (the “Corporation”) in the State of Delaware shall be established and maintained at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, County of New Castle and Vcorp Services, LLC shall be the registered agent of the corporat |
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| June 19, 2019 |
Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] June 19, 2019 Division of Corporation Finance Office of Real Estate and Commodities Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Tuscan Holdings Corp. II Draft Registrat |
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| June 19, 2019 |
Exhibit 10.3 PROMISSORY NOTE $150,000 As of March 27, 2019 Tuscan Holdings Corp. II (“Maker”) promises to pay to the order of Stephen A. Vogel or his successors or assigns (“Payee”) the principal sum of One Hundred Fifty Thousand Dollars and No Cents ($150,000) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balance of this |
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| June 19, 2019 |
As filed with the Securities and Exchange Commission on June 19, 2019 Registration No. |
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| June 19, 2019 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF TUSCAN HOLDINGS CORP. II - - - - - - - - - - - - - - - - - - - - - - - - - - Pursuant to Section 102 of the Delaware General Corporation Law - - - - - - - - - - - - - - - - - - - - - - - - - - I, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the |
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| May 8, 2019 |
May 8, 2019 Stephen Vogel Chief Executive Officer Tuscan Holdings Corp. II 135 E. 57th St., 18th Floor New York, NY 10022 Re: Tuscan Holdings Corp. II Draft Registration Statement on Form S-1 Submitted April 12, 2019 CIK No. 0001773087 Dear Mr. Vogel: We have reviewed your draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with infor |
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| April 12, 2019 |
DRS 1 filename1.htm This Draft Registration Statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential. As confidentially submitted to the Securities and Exchange Commission on April 12, 2019 Registration No. 333-[•] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMEN |
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| April 12, 2019 |
BY LAWS TUSCAN HOLDINGS CORP. II ARTICLE I OFFICES EX-3.3 3 filename3.htm Exhibit 3.3 Adopted as of March 5, 2019 BY LAWS OF TUSCAN HOLDINGS CORP. II ARTICLE I OFFICES 1.1 Registered Office. The registered office of Tuscan Holdings Corp. II (the “Corporation”) in the State of Delaware shall be established and maintained at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, County of New Castle and Vcorp Services, LLC shall be the registere |
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| April 12, 2019 |
Exhibit 10.3 PROMISSORY NOTE $150,000 As of March 27, 2019 Tuscan Holdings Corp. II (“Maker”) promises to pay to the order of Stephen A. Vogel or his successors or assigns (“Payee”) the principal sum of One Hundred Fifty Thousand Dollars and No Cents ($150,000) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balance of this |
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| April 12, 2019 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF TUSCAN HOLDINGS CORP. II - - - - - - - - - - - - - - - - - - - - - - - - - - Pursuant to Section 102 of the Delaware General Corporation Law - - - - - - - - - - - - - - - - - - - - - - - - - - I, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the |
