Item 8.01 Other Events.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference is a press release issued on March 31, 2021 by Tuscan
Holdings Corp.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to the previously announced Business
Combination Agreement (the "BCA"), dated as of February 1, 2021, among Tuscan
Holdings Corp., a Delaware corporation ("Parent"), TSCN Merger Sub Inc., a newly
formed Delaware corporation and wholly owned subsidiary of Parent ("Merger
Sub"), and the Company (the "Merger" and, together with the other transactions
related thereto, the "Proposed Transaction"). In connection with the Proposed
Transaction involving Parent and the Company, Parent intends to file relevant
materials with the SEC, including a proxy statement. On February 16, 2021 Tuscan
filed a preliminary proxy statement with the SEC relating to the Proposed
Transaction. This document is not a substitute for the proxy statement.
INVESTORS AND SECURITY HOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ
THE PROXY STATEMENT AND 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 BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT PARENT, THE COMPANY, THE PROPOSED
TRANSACTION AND RELATED MATTERS. The proxy statement and other documents
relating to the Proposed Transaction (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 Parent upon written
request to Parent at: Tuscan Holdings Corp., 135 E. 57th St., 17th Floor, New
York, NY 10022.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and is not
intended to and shall not constitute a proxy statement or the solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the Proposed Transaction and is not intended to and shall not constitute an
offer to sell or the solicitation of an offer to sell or the solicitation of an
offer to buy or subscribe for any securities or a solicitation of any vote of
approval, nor shall there be any sale, issuance or transfer of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.
Participants in Solicitation
This Current Report on Form 8-K is not a solicitation of a proxy from any
investor or securityholder. However, Parent, the Company, and certain of their
directors and executive officers may be deemed to be participants in the
solicitation of proxies in connection with the Proposed Transaction under the
rules of the SEC. Information about Parent's directors and executive officers
and their ownership of Parent's securities is set forth in Parent's filings with
the SEC, including Parent's Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, which was filed with the SEC on March 25, 2021. To the extent
that holdings of Parent's securities have changed since the amounts printed in
Parent's proxy statement, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC. Additional
information regarding the participants will also be included in the proxy
statement, when it becomes available. When available, these documents can be
obtained free of charge from the sources indicated above.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K 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. These forward-looking statements include, but are
not limited to, statements regarding the Company's industry and market sizes,
future opportunities for Parent, the Company and the combined company, Parent's
and the Company's estimated future results and the Proposed Transaction,
including the implied enterprise value, the expected transaction and ownership
structure and the likelihood and ability of the parties to successfully
consummate the Proposed Transaction. Such 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.
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In addition to factors previously disclosed in Parent'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) inability to complete the Proposed Transaction
or, if Parent does not complete the Proposed Transaction, any other business
combination; (2) the inability to complete the Proposed Transaction due to the
failure to meet the closing conditions to the Proposed Transaction, including
the inability to obtain approval of Parent's stockholders, the inability to
consummate the contemplated PIPE financing, the failure to achieve the minimum
amount of cash available following any redemptions by Parent stockholders, the
failure to meet the Nasdaq listing standards in connection with the consummation
of the Proposed Transaction, or the occurrence of any event, change or other
circumstances that could give rise to the termination of the definitive
agreement; (3) costs related to the Proposed Transaction; (4) a delay or failure
to realize the expected benefits from the Proposed Transaction; (5) risks
related to disruption of management time from ongoing business operations due to
the Proposed Transaction; (6) the impact of the ongoing COVID-19 pandemic; (7)
changes in the highly competitive market in which the Company competes,
including with respect to its competitive landscape, technology evolution or
regulatory changes; (8) changes in the markets that the Company targets; (9)
risk that the Company may not be able to execute its growth strategies or
achieve profitability; (10) the risk that the Company is unable to secure or
protect its intellectual property; (11) the risk that the Company's customers or
third-party suppliers are unable to meet their obligations fully or in a timely
manner; (12) the risk that the Company's customers will adjust, cancel or
suspend their orders for the Company's products; (13) the risk that the Company
will need to raise additional capital to execute its business plan, which may
not be available on acceptable terms or at all; (14) the risk of product
liability or regulatory lawsuits or proceedings relating to the Company's
products or services, and (15) the risk that the Company may not be able to
develop and maintain effective internal controls; (16) the outcome of any legal
proceedings that may be instituted against Parent, the Company or any of their
respective directors or officers following the announcement of the Proposed
Combination; (17) risks of operations in the People's Republic of China; and
(18) the failure to realize anticipated pro forma results and underlying
assumptions, including with respect to estimated stockholder redemptions and
purchase price and other adjustments.
Actual results, performance or achievements may differ materially, and
potentially adversely, from any projections and forward-looking statements and
the assumptions on which those forward-looking statements are based. There can
be no assurance that the data contained herein is reflective of future
performance to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as projected
financial information and other information are based on estimates and
assumptions that are inherently subject to various significant risks,
uncertainties and other factors, many of which are beyond our control. All
information set forth herein speaks only as of the date hereof in the case of
information about Parent and the Company or the date of such information in the
case of information from persons other than Parent or the Company, 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.
Forecasts and estimates regarding The Company's industry and end markets are
based on sources we believe to be reliable, however there can be no assurance
these forecasts and estimates will prove accurate in whole or in part.
Annualized, pro forma, projected and estimated numbers are used for illustrative
purpose only, are not forecasts and may not reflect actual results.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated March 31, 2021.
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