Business Context and Reporting Period
This Form 8-K, dated July 21, 2021, reports on the special meeting of stockholders held by Tuscan Holdings Corp. (the "Company") to approve a business combination with Microvast, Inc. Upon closing, the Company will be renamed Microvast Holdings, Inc. The filing details the voting results for the merger and related corporate governance proposals.
Key Financial Metrics and Capital Structure
This filing is a current report regarding corporate governance and does not contain audited financial statements, revenue, profit, or cash flow data for the reporting period. However, it discloses the following capital structure details approved by stockholders:
- Authorized Stock: Increased to 800,000,000 shares (750,000,000 common; 50,000,000 preferred).
- Shares Issued in Combination: Up to 230,000,000 shares to Microvast securityholders.
- Bridge Note Conversion: 6,736,111 shares issued upon conversion of $57,500,000 in outstanding promissory notes.
- PIPE Investment: 48,250,000 shares issued at $10.00 per share for an aggregate purchase price of $482,500,000.
- Outstanding Shares (Record Date): 35,470,512 shares of Common Stock.
Material Changes and Voting Results
Stockholders representing 57.49% of the voting power attended the meeting. All major proposals were approved with overwhelming support:
- Business Combination Proposal: Approved with 20,385,244 votes For, 4,677 Against, and 1,632 Abstentions.
- Charter Proposal (Renaming to Microvast Holdings, Inc.): Approved with 20,382,417 votes For.
- Nasdaq Proposal (Share Issuance): Approved with 20,239,977 votes For.
- Director Election: All seven nominees (including Yang Wu, CEO of Microvast) were elected.
- Incentive Plan: Approved with 19,993,562 votes For.
Outlook, Management Commentary, and Risks
Closing Date: The Company, Merger Sub, and Microvast expect the Business Combination and related transactions to close on July 23, 2021.
Governance Changes: Stockholders approved advisory proposals granting specific rights to CEO Yang Wu, including the ability to call special meetings if he owns at least 10% of voting power and requiring a 75% vote to amend the charter under similar conditions. The company also elected to opt out of Section 203 of the Delaware General Corporation Law.
Risks/Contingencies: The filing does not explicitly detail new risks beyond the standard contingencies of a merger closing. The primary contingency is the successful closing of the transaction on the anticipated date.
Investor Verification Checklist
- Verify the official closing of the Business Combination on or around July 23, 2021.
- Confirm the ticker symbol change from THCB to the new symbol for Microvast Holdings, Inc.
- Review the final capitalization table to confirm the issuance of the 230,000,000 merger shares, 6,736,111 bridge note shares, and 48,250,000 PIPE shares.
- Check for any subsequent filings regarding the conversion of the $57.5 million in bridge notes.
- Monitor the implementation of the new incentive plan approved by stockholders.