Tuscan II : Current Report - Form 8-K

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)				Identification No.)

135 E. 57th Street, 17th Floor New York, NY10022

(Address of Principal Executive Offices) (Zip Code)

[phone]

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of common stock and one-half of one redeemable warrant		THCAU		The NasdaqStock Market LLC
Common stock, par value $0.0001 per share		THCA		The NasdaqStock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share		THCAW		The NasdaqStock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01Other Events.

As previously disclosed, Tuscan Holdings Corp. II (the "Company") has commenced the process of dissolving and liquidating in accordance with the Company's amended and restated certificate of incorporation ("Charter"). In accordance with the Charter, all outstanding shares of the Company's common stock that were included in the units sold in the Company's initial public offering (the "Public Shares") will be redeemed at a per share redemption price of approximately $10.498 per Public Share.

The Company's sponsor previously indicated that it did not intend to deposit the necessary funds to its trust account to extend the time to consummate a business combination through the month of December 2022 (the final month of the previously obtained extension of time to consummate such a business combination). Therefore, the Company commenced the liquidation of its trust account on November 30, 2022 and expects that the redemption of the Public Shares will occur on or about December 23, 2022. As of the close of business on such date, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption payments. The Company's officers, directors and other stockholders who hold shares of the Company's common stock (the "Founder Shares") issued prior to the Company's initial public offering, and the purchasers of shares of the Company's common stock ("Private Shares") sold in the private placement that occurred simultaneously with the Company's initial public offering, will not receive any proceeds from the Company's trust account with respect to the Founder Shares or Private Shares. The Company's warrants will expire worthless.

Record holders of Public Shares may redeem their shares by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company's transfer agent. Beneficial owners of Public Shares held in "street name" will not need to take any action in order to receive the redemption payments.

Forward-looking Statements.

This Current Report on Form 8-K includes "forward-looking statements" as such term is defined in the Private Securities Litigation Reform Act of 1995. When used in this Current Report on Form 8-K, words such as "anticipate," "believe," "expect," "intend," and similar expressions, as they relate to the Company, identify forward-looking statements, although not all forward-looking statements include such identifying words. Such forward-looking statements are based on the beliefs of the Company's management, as well as assumptions made by and information currently available to the Company's management. Actual events could differ materially from those contemplated by the forward-looking statements as a result of certain factors which may not be in the control of the Company. Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company has no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof.

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SIGNATURE

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.

Dated: December 19, 2022	TUSCAN HOLDINGS CORP. II
	By:	/s/ Stephen Vogel
		Stephen Vogel
		Chief Executive Officer

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