Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On July 13, 2022, Tuscan Holdings Corp. II (the "Company") received a notice
(the "Nasdaq Notice") from the Listing Qualifications Department of The Nasdaq
Stock Market LLC ("Nasdaq") stating that, as of July 11, 2022, the Company was
not in compliance with Listing Rule IM-5101-2 (the "Rule"), which requires that
a special purpose acquisition company complete one or more business combinations
within 36 months of the effectiveness of the registration statement filed in
connection with its initial public offering. Since the Company's registration
statement became effective on July 11, 2019, it was required to complete an
initial business combination by no later than July 11, 2022. The Rule also
provides that failure to comply with this requirement will result in the Listing
Qualifications Department issuing a Staff Delisting Determination under Rule
5810 to delist the Company's securities.
The Listing Qualifications Department has advised the Company that its
securities would be subject to delisting unless the Company timely requests a
hearing before an independent Hearings Panel (the "Panel"). Accordingly, the
Company intends to timely request a hearing. The hearing request will stay any
suspension or delisting action pending the completion of the hearing and the
expiration of any additional extension period granted by the Panel following the
hearing.
The Nasdaq Notice does not impact the Company's obligation to file periodic
reports with the Securities and Exchange Commission under applicable federal
securities laws. There can be no assurance that the hearing before the Panel
will be successful.
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TUSCAN HOLDINGS CORP. II 
