Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 5.03 is incorporated by reference in this item
to the extent required herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
As previously disclosed, on June 21, 2022, Tuscan Holdings Corp. II ("Tuscan")
held a special meeting of stockholders ("Meeting"). At the Meeting, Tuscan's
stockholders voted to approve an amendment to Tuscan's amended and restated
certificate of incorporation to extend the date by which Tuscan has to
consummate a business combination from June 30, 2022 to December 31, 2022 (the
"Extension").
Tuscan Holdings Acquisition II LLC, Tuscan's sponsor and an affiliate of Stephen
A. Vogel, Tuscan's Chief Executive Officer ("sponsor"), had previously agreed
that if the Extension Amendment Proposal was approved, it or its affiliates
would lend to Tuscan $0.10 per share for first three months of the Extension and
then $0.033 per share for each additional month of the Extension needed to
consummate an initial business combination through the Extended Date for each
public share that is not converted in connection with the stockholder vote to
approve the Extension (such loans being referred to herein as the
"Contributions"). Accordingly, on June 28, 2022, the sponsor lent an aggregate
of $261,810.10 to Tuscan for the first three months of the Extension and such
funds were deposited into Tuscan's trust account. A copy of the promissory note
evidencing the loan is attached hereto as Exhibit 10.1.
Following the deposit of funds into Tuscan's trust account, Tuscan filed an
amendment to its amended and restated certificate of incorporation with the
Secretary of State of the State of Delaware to effectuate the Extension. A copy
of the amendment is attached hereto as Exhibit 3.1.
1
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits:
Exhibit Description
3.1 Amendment to Amended and Restated Certificate of Incorporation.
10.1 Promissory Note.
104 Cover Page Interactive Data File (formatted in Inline XBRL).
2© Edgar Online, source Glimpses
TUSCAN HOLDINGS CORP. II 
