SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 21, 2021, Tuscan Holdings Corp. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) in connection with the proposed business combination (the “Business Combination”) of the Company, TSCN Merger Sub Inc., a Delaware corporation and newly formed, wholly-owned direct subsidiary of the Company (“Merger Sub”), and Microvast, Inc., a Delaware corporation (“Microvast”), as described in the proxy statement filed by the Company with the SEC on July 1, 2021 (the “Proxy Statement”). Present at the Special Meeting were holders of 20,391,553 shares of the Company’s common stock (the “Common Stock”) in person or by proxy, representing 57.49% of the voting power of the Common Stock as of June 21, 2021, the record date for the Special Meeting (the “Record Date”), and constituting a quorum for the transaction of business. As of the Record Date, there were 35,470,512 shares of Common Stock issued and outstanding.
At the Special Meeting, the Company’s stockholders approved the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Director Election Proposal and the Incentive Plan Proposal in each case as defined and described in greater detail in the Proxy Statement. The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to the Company’s stockholders as the Business Combination Proposal, the Charter Amendment Proposal, each of the Advisory Charter Proposals, the Nasdaq Proposal, the election of each director nominee pursuant to the Director Election Proposal and the Incentive Plan Proposal each received a sufficient number of votes for approval.
Set forth below are the final voting results for the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Director Election Proposal, and the Incentive Plan Proposal:
Business Combination Proposal
The proposal to adopt the Business Combination Agreement, dated as of February 1, 2021 (as it may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among the Company, Microvast and Merger Sub, and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Microvast, with Microvast surviving the merger and becoming a wholly-owned direct subsidiary of the Company, was approved. The voting results of the shares of the Common Stock were as follows:
The proposal to adopt the proposed second amended and restated certificate of incorporation of the Company (the “Proposed Charter”), which will be renamed “Microvast Holdings, Inc.” in the Business Combination (“Microvast Holdings”) attached as Annex B-1 to the Proxy Statement and the proposed Amended and Restated Bylaws of Microvast Holdings in the form attached as Annex B-2 to the Proxy Statement were each approved. The voting results of the shares of the Common Stock were as follows:
Advisory Charter Proposals
The following governance sub-proposals were approved on a non-binding advisory basis. The voting results of the shares of the Common Stock for each of the sub-proposals were as follows:
|(a)||To increase the number of shares of authorized stock to 800,000,000 shares consisting of 750,000,000 shares of common stock and 50,000,000 shares of preferred stock:|
|(b)||To approve an amendment to require that so long as the stockholders agreement to be entered into at the closing of the Business Combination by Yang Wu, the Chief Executive Officer of Microvast (“Wu”), Tuscan Holdings Acquisition LLC, a Delaware limited liability company, and Microvast Holdings (such agreement, the “Stockholders Agreement”) remains in effect, (i) any increase or decrease in the number of directors on the board of Microvast Holdings (the “Board”) shall require the affirmative vote of the directors then in office nominated by Wu and (ii) each committee of the Board will consist of a number of directors proportionate to the number of directors on the Board nominated by Wu, in each case, pursuant to the terms of the Stockholders Agreement:|
|(c)||To approve an amendment to require that so long as Wu owns at least 10% of the total voting power of Microvast Holdings, (i) in addition to the Board and the chairman of the Board, special meetings of the stockholders may be called by Wu and (ii) the Proposed Charter may only be amended by the affirmative vote of the holders of at least 75% of the total voting power of Microvast Holdings:|
|(d)||To approve an amendment that Microvast Holdings will elect to not be governed by Section 203 of the General Corporation Law of the State of Delaware:|
|(e)||To modify the forum selection provision to provide that the designation of Delaware courts as the exclusive forum for litigation matters does not apply to claims arising under the Securities Act or the Exchange Act and to designate the U.S. federal district courts as the exclusive forum for claims arising under the Securities Act:|
The proposal to issue (a) up to an aggregate of 230,000,000 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”), to the securityholders of Microvast in the Business Combination, (b) an aggregate of 6,736,111 shares of Common Stock upon conversion (the “Bridge Notes Conversion”) of an aggregate of $57,500,000 outstanding promissory notes issued by Microvast, which Bridge Notes Conversion will occur simultaneously with the Business Combination, and (c) an aggregate of 48,250,000 shares of Common Stock at a price of $10.00 per share, for an aggregate purchase price of $482,500,000 pursuant to a series of subscription agreements with certain investors, which will close simultaneously with the Business Combination. The voting results of the shares of the Common Stock were as follows:
Director Election Proposal
The election of each director nominee pursuant to the Director Election Proposal was approved. The voting results of the shares of the Common Stock for the director nominees were as follows:
Incentive Plan Proposal
The proposal to approve and adopt the incentive plan, a copy of which was attached to the Proxy Statement as Annex C was approved. The voting results of the shares of the Common Stock were as follows:
Item 7.01. Regulation FD Disclosure.
The Company, Merger Sub and Microvast expect the Business Combination and related transactions to close on July 23, 2021.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|TUSCAN HOLDINGS CORP.|
|Date: July 21, 2021||By:||/s/ Stephen Vogel|
|Title:||Chief Executive Officer|