UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
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Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
Filed by the
Registrant ☒
Filed by a Party
other than the Registrant ☐
Check the appropriate box:
☐ Preliminary
Proxy Statement
☐ Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive
Proxy Statement
☒ Definitive
Additional Materials
☐ Soliciting
Material under §240.14a-12
TUSCAN HOLDINGS CORP.
(Name
of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Annual Meeting Adjournment
Tuscan Holdings Corp.
On March 24, 2021, Tuscan Holdings Corp. (“Tuscan”)
filed a definitive proxy statement with the Securities and Exchange Commission in connection with its 2021 Annual Meeting of Stockholders
to be held virtually on April 28, 2021 (the “Annual Meeting”). On April 28, 2021, Tuscan issued a press release stating
that its Annual Meeting was convened for purposes of considering the proposals to elect Amy Butte as a Class I Director and adjourn the
Annual Meeting to allow more time for stockholders to vote their shares to approve the proposal to extend the date by which Tuscan must
complete its initial business combination, from April 30, 2021 to July 31, 2021. The Annual Meeting was adjourned until May 10, 2021.
Attached is a copy of the press release. Tuscan is providing this supplement to broadly disseminate that information.
Tuscan Holdings Corp. Adjourns
Annual Meeting of Stockholders to May 10, 2021
to Allow Stockholders More
Time to Vote on the Extension Amendment Proposal
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It is important that you vote your shares today.
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Leading independent voting advisory firms Institutional Shareholder Services
and Glass Lewis have recommended stockholders vote "FOR" the Extension Amendment Proposal.
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If
you need assistance voting your shares, please contact Advantage Proxy, Inc., Tuscan’s
proxy solicitor, toll-free at 1-877-870-8565, collect at 1-206-870-8565 or by email to ksmith@advantageproxy.com
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NEW YORK, April 28,
2021 /PRNewswire/ -- Tuscan Holdings Corp. (Nasdaq: THCB) (“Tuscan”) today announced that its 2021 Annual Meeting
of stockholders was convened today at 10:00 a.m. Eastern time for purposes of considering the proposals to elect Amy Butte as a Class
I Director and adjourn the Annual Meeting to allow more time for stockholders to vote their shares to approve the proposal to extend
the date by which Tuscan must complete its initial business combination, from April 30, 2021 to July 31, 2021 (the “Extension Amendment
Proposal”). The Annual Meeting has been adjourned until May 10, 2021 at 10:00 a.m. Eastern time, virtually, at https://www.cstproxy.com/tuscanholdingscorp/2021.
Tuscan has also extended the deadline for stockholders requesting to convert their shares into a pro rata portion of the funds available
in Tuscan’s trust account to May 6, 2021.
At the time the Annual Meeting
was convened today, a quorum representing at least a majority of shares outstanding on the record date of March 17, 2021 was present in
person or by proxy. However, Tuscan had not received the approval of holders of 65% of its shares outstanding on the record date then
necessary to approve the Extension Amendment Proposal. According to Tuscan’s certificate of incorporation, as of May 1, 2021, the
vote required for approval of the Extension Amendment Proposal will be reduced from 65% of the shares outstanding to a majority of the
shares outstanding on the record date. As a result, Tuscan believes adjourning the Annual Meeting until May 10, 2021 will provide its
stockholders the ability to approve the Extension Amendment Proposal and, if the Extension Amendment Proposal is so approved, the opportunity
to vote to approve the proposed business combination with Microvast Inc. (“Microvast”) at a subsequent meeting, which Tuscan
anticipates convening in June 2021.
Tuscan requests that any
stockholder who held shares of stock in Tuscan as of the close of business on March 17, 2021, and has not yet voted, do so as soon as
possible. When the Annual Meeting is reconvened, stockholders will be asked to approve the Extension Amendment Proposal to allow Tuscan
more time to complete its proposed business combination with Microvast.
During the period of the
adjournment, Tuscan will continue to solicit proxies from its stockholders with respect to the Extension Amendment Proposal. Proxies previously
submitted in respect of the Annual Meeting will be voted at the reconvened meeting unless properly revoked. Proxies can be revoked by
following the procedure for revocation described in the definitive Proxy Statement for the Annual Meeting.
You are encouraged to submit
your vote as soon as possible to ensure it is counted at the Annual Meeting. Please note that if your shares are held at
a brokerage firm or bank, your broker will not vote your shares for you. You must contact your bank or broker to cast the vote, and you
should do so as promptly as possible as your brokerage firm or bank may require you to act more quickly prior to the reconvened meeting.
For assistance with voting your shares please contact Advantage Proxy, Inc. toll free at 1-877-870-8565, collect at 1-206-870-8565
or by email to ksmith@advantageproxy.com.
Contacts
Tuscan Holdings Corp.:
Stephen Vogel
Chairman & CEO
Email: stephen@vpllp.com
Stockholders:
Advantage Proxy, Inc.
Toll Free: 877-870-8565
Collect: 866-870-8565
Email: ksmith@advantageproxy.com
Media / Investors:
Ashish Gupta
Investor Relations
Telephone: 646-677-1875
Email: Ashish.Gupta@icrinc.com
Additional Information and Where to Find It
In connection with the 2021 annual meeting of stockholders,
Tuscan Holdings Corp., a Delaware corporation (“Tuscan”), filed a definitive proxy statement with the SEC on March 24, 2021
(“Annual Meeting Proxy Statement”). Additionally, in connection with the proposed business combination transaction involving
Tuscan and Microvast, Inc., a Delaware corporation (“Microvast”), Tuscan filed a preliminary proxy statement with the SEC
on February 16, 2020 and intends to file a definitive proxy statement (collectively, “Merger Proxy Statement”). This document
is not a substitute for the Annual Meeting Proxy Statement or Merger Proxy Statement. INVESTORS AND SECURITY HOLDERS AND OTHER INTERESTED
PARTIES ARE URGED TO READ THE ANNUAL MEETING PROXY STATEMENT FOR MORE INFORMATION ABOUT THE PROPOSALS TO BE BROUGHT BEFORE THE ANNUAL
MEETING, TO READ THE MERGER PROXY STATEMENT FOR MORE INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION WITH MICROVAST, AND TO READ 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. The Annual Meeting Proxy Statement and Merger Proxy Statement and other documents that
may be filed with the SEC (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 Tuscan upon written request to Tuscan at Tuscan Holdings
Corp., 135 E. 57th St., 17th Floor, New York, NY 10022.
No Offer or Solicitation
This document is not a proxy statement or solicitation
of a proxy or authorization with respect to any securities or in respect of the proposed transactions and shall not constitute an offer
to sell or a solicitation of an offer to buy the securities of Tuscan Holdings Corp., nor shall there be any sale of such securities in
any state or jurisdiction where such offer, solicitation, or sale would be unlawful.
Participants in Solicitation
This communication is not a solicitation of a proxy
from any investor or securityholder. However, Tuscan and certain of its directors and executive officers may be deemed to be participants
in the solicitation of proxies in connection with the annual meeting of stockholders under the rules of the SEC. Information about Tuscan’s
directors and executive officers and their ownership of Tuscan’s securities is set forth in Tuscan’s filings with the SEC,
including Tuscan’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, and the definitive proxy statement for the annual meeting which was filed with the SEC on March 25, 2021 and mailed to Tuscan’s
stockholders on or about March 25, 2021. These documents can be obtained free of charge from Tuscan upon written request to Tuscan at
Tuscan Holdings Corp., 135 E. 57th St., 17th Floor, New York, NY 10022.
Forward Looking Statements
This communication 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. 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.
In addition to factors previously
disclosed in Tuscan’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) failure of Tuscan’s stockholders to approve the Extension Amendment Proposal; (2) inability
to complete the proposed business combination with Microvast within the required time period or, if Tuscan does not complete the proposed
business combination with Microvast, any other business combination; (3) the inability to complete the proposed business combination with
Microvast due to the failure to meet one or more closing conditions or the occurrence of any event, change or other circumstances that
could give rise to the termination of the definitive agreement; and (4) the impact of the ongoing COVID-19 pandemic.
All information set forth
herein speaks only as of the date hereof, 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.
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