Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 21, 2022, Tuscan Holdings Corp. II ("Tuscan") held a special meeting of
stockholders ("Meeting"). An aggregate of 5,458,832 shares of Tuscan's common
stock, which represents a quorum of the outstanding common stock entitled to
vote as of the record date of May 24, 2022, were represented in person or by
proxy at the Meeting.
Tuscan's stockholders voted on the following proposal at the Meeting, which was
approved:
(1) Proposal No. 1 - The Extension Amendment Proposal - a proposal to amend
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 following is a tabulation of the votes with respect to
this proposal, which was approved by Tuscan's stockholders:
For Against Abstain Broker Non-Votes
5,457,594 1,238 0 0
Holders of an aggregate of 39,400 shares of Tuscan's common stock exercised
their right to redeem their shares for an aggregate of $407,192.13 in cash.
As previously disclosed, Tuscan Holdings Acquisition II LLC, Tuscan's sponsor
and an affiliate of Stephen A. Vogel, Tuscan's Chief Executive Officer
("sponsor"), 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, prior to filing the amendment to Tuscan's
amended and restated certificate of incorporation to effectuate the extension
described above, the sponsor will lend an aggregate of $261,810.10 to Tuscan for
the first three months of the Extension and such funds will be deposited into
Tuscan's trust account.
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TUSCAN HOLDINGS CORP. II 
