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TUSCAN HOLDINGS

(THCB)
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TUSCAN HOLDINGS CORP. : Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure (form 8-K)

07/21/2021 | 04:21pm EDT

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:



    For          Against       Abstentions
  20,385,244        4,677          1,632




Charter Proposal


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:



    For          Against       Abstentions
  20,382,417        5,678          3,458




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:




    For           Against       Abstentions
  20,155,710       214,808          21,035




                                       1




(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:




    For           Against       Abstentions
  20,224,577       148,720          18,256




(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:




    For           Against       Abstentions
  19,750,577       612,055          28,921




(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:




    For           Against       Abstentions
  20,191,696       140,934          58,923




(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:




    For           Against       Abstentions
  19,866,946       485,982          38,625




Nasdaq Proposal


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:



    For          Against       Abstentions
  20,239,977       95,081          56,495




                                       2





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:



Yang Wu



    For          Withheld
  20,321,700        69,853




Yanzhuan Zheng



    For          Withheld
  20,320,373        71,180




Craig Webster



    For          Withheld
  20,342,527        49,026




Stanley Whittingham



    For          Withheld
  20,353,758        37,795




Arthur Wong



    For          Withheld
  20,311,454        80,099




Stephen Vogel



    For          Withheld
  20,176,993       214,560




Wei Ying



    For          Withheld
  20,209,579       181,974




                                       3





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:



    For           Against       Abstentions
  19,993,562       300,896          97,095

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.




                                       4

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2020 - - -
Net income 2020 -2,42 M - -
Net Debt 2020 0,09 M - -
P/E ratio 2020 -250x
Yield 2020 -
Capitalization 355 M 355 M -
EV / Sales 2019 -
EV / Sales 2020 -
Nbr of Employees -
Free-Float -
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