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 Statement

☒	Definitive Additional Materials

☒	Soliciting Material under §240.14a-12

 

TUSCAN HOLDINGS CORP.

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

	(1)	Title of each class of securities to which transaction applies:
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	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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☐	Fee paid previously with preliminary materials.

 

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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On April 26, 2021, Tuscan Holdings Corp. (“Tuscan”) issued a press release reminding stockholders to vote at the upcoming annual meeting of stockholders in favor of a proposal to extend the date by which Tuscan has to complete its initial business combination. A copy of the press release is being filed herewith.

 

Tuscan Holdings Corp. Urges Stockholders to Vote Today in Favor of Extension Amendment

 

Electronic Voting Cutoff is at 11:59 pm ET on April 27, 2021

All Voted Must be Received by that Time

 

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It is important that you vote your shares today.

 

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If the Extension Amendment Proposal is not approved by the requisite vote, stockholders will not have the opportunity to vote on the business combination with Microvast, Tuscan may need to be dissolved and in such event your shares would be redeemed for approximately $10.22 per share.

 

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Leading independent voting advisory firms Institutional Shareholder Services and Glass Lewis have recommended stockholders vote "FOR" the extension amendment.

 

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If you need assistance voting your shares, please contact Advantage Proxy, Inc., Tuscan Holdings’ proxy solicitor, toll-free at 1-877-870-8565, collect at 1-206-870-8565 or by email to ksmith@advantageproxy.com

 

NEW YORK, NY – April 26, 2021 – Tuscan Holdings Corp. (NASDAQ: THCB) (“Tuscan” or the “Company”) urges stockholders of record on March 17, 2021 to vote in favor of the proposal to extend the date by which the Company has to consummate its business combination with Microvast from April 30, 2021 to July 31, 2021 (the “Extension Amendment”) at its annual meeting of stockholders to be held virtually at https://www.cstproxy.com/tuscanholdingscorp/2021 on April 28, 2021 at 10:00 am Eastern Time.

 

If the requisite vote is not received in favor of the Extension Amendment Proposal, stockholders will not have the opportunity to vote on the business combination with Microvast and Tuscan may need to dissolve. In such event, your shares are expected to be redeemed for approximately $10.22 per share.

 

Any shares purchased in the open market by the Company’s sponsor, management or their related entities after March 17, 2021 cannot be voted at the annual meeting and as a result, cannot affect whether the Extension Amendment is approved. All shares owned by the Company’s sponsor, management and related entities as of March 17, 2021 have been voted in favor of the Extension Amendment.

 

"I would like to thank the shareholders that have already voted their proxies. However, more votes are needed to meet the required threshold for the Extension Amendment Proposal to be approved. Only you, our stockholders of record as of March 17, 2021, can make this vote happen," stated Stephen Vogel, Chairman and CEO of Tuscan Holdings Corp.

 

Please vote by telephone or internet today. Please note that if your shares are held at a brokerage firm or bank, your broker will not vote your shares for you. You must instruct your bank or broker to cast the vote. For assistance with voting your shares please contact Advantage Proxy, Inc. toll free at 1-877-870-8565, collect at 1-206-870-8565 or by email to ksmith@advantageproxy.com.

 

 

Additional Information and Where to Find It

 

In connection with the annual meeting of stockholders, Tuscan filed a definitive proxy statement with the SEC on March 24, 2021 (“Annual Meeting Proxy Statement”). Additionally, in connection with the proposed business combination transaction involving Tuscan and Microvast, Inc. a Delaware corporation (“Microvast”), Tuscan filed a preliminary proxy statement with the SEC on February 16, 2020 and intends to file a definitive proxy statement (collectively, “Merger Proxy Statement”). This document is not a substitute for the Annual Meeting Proxy Statement or Merger Proxy Statement. INVESTORS AND SECURITY HOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE ANNUAL MEETING PROXY STATEMENT FOR MORE INFORMATION ABOUT THE PROPOSALS TO BE BROUGHT BEFORE THE ANNUAL MEETING, TO READ THE MERGER PROXY STATEMENT FOR MORE INFORMATION ABOUT THE PROPOSED TRANSACTION WITH MICROVAST, AND TO READ ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE. The Annual Meeting Proxy Statement and Merger Proxy Statement and other documents that may be filed with the SEC (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov. These documents (when they are available) can also be obtained free of charge from Tuscan upon written request to Tuscan at Tuscan Holdings Corp., 135 E. 57th St., 17th Floor, New York, NY 10022.

 

No Offer or Solicitation

 

This document is not a proxy statement or solicitation of a proxy or authorization with respect to any securities or in respect of the proposed transactions and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Tuscan Holdings Corp., nor shall there be any sale of such securities in any state or jurisdiction where such offer, solicitation, or sale would be unlawful.

 

Participants in Solicitation

 

This communication is not a solicitation of a proxy from any investor or securityholder. However, Tuscan and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the annual meeting of stockholders under the rules of the SEC. Information about Tuscan’s directors and executive officers and their ownership of Tuscan’s securities is set forth in Tuscan’s filings with the SEC, including Tuscan’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 24, 2021, and the definitive proxy statement which was filed with the SEC on March 24, 2021 and mailed to Tuscan’s stockholders on or about March 25, 2021. When available, these documents can be obtained free of charge from Tuscan upon written request to Tuscan at Tuscan Holdings Corp., 135 E. 57th St., 17th Floor, New York, NY 10022.

 

 

Forward Looking Statements

 

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

 

In addition to factors previously disclosed in Tuscan’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) failure of Tuscan’s stockholders to approve the extension amendment proposal; (2) inability to complete the proposed business combination with Microvast within the required time period or, if Tuscan does not complete the proposed business combination with Microvast, any other business combination; (3) the inability to complete the proposed business combination with Microvast due to the failure to meet one or more closing conditions or the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement; and (4) the impact of the ongoing COVID-19 pandemic. 

 

All information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.

 

Contacts

 

Tuscan Holdings Corp.:
Stephen Vogel
Chairman & CEO
Email: stephen@vpllp.com

 

Stockholders:

Advantage Proxy, Inc.

Toll Free: 1-877-870-8565

Collect: 1-206-870-8565

Email: ksmith@advantageproxy.com

 

Media / Investors:
Ashish Gupta
Investor Relations
Telephone: 646-677-1875
Email: Ashish.Gupta@icrinc.com

 

 

 

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