Form S-1MEF Tuscan Holdings Corp. Ii

Registration adding securities to prior Form S-1 registration [Rule 462(b)]

Published: 2019-07-11 19:31:02
Submitted: 2019-07-11
Period Ending In: 2019-07-11
fs1mef2019_tuscanholdings2.htm REGISTRATION STATEMENT


> ENT> S-1MEF 1 fs1mef2019_tuscanholdings2.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on July 11, 2019

Registration No. 333-           

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

 

TUSCAN HOLDINGS CORP. II

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   6770   83-3853706
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

Stephen A. Vogel, Chief Executive Officer

Tuscan Holdings Corp. II

135 E. 57th St., 17th Floor

New York, NY 10022

(646) 948-7100
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

 

Stephen A. Vogel, Chief Executive Officer

Tuscan Holdings Corp. II

135 E. 57th St., 17th Floor

New York, NY 10022

(646) 948-7100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

David Alan Miller, Esq.

Jeffrey M. Gallant, Esq.

Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, New York 10174

(212) 818-8800

(212) 818-8881 — Facsimile

 

Douglas S. Ellenoff, Esq.

Stuart Neuhauser, Esq.

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105

(212) 370-1300

(212) 370-7889 — Facsimile

 

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ 333-232205

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer    ☐   Accelerated filer    ☐
Non-accelerated filer      ☒   Smaller reporting company    ☒
    Emerging growth company    ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each Class of Security being registered   Amount being
Registered
  Proposed
Maximum
Offering Price
Per
Security(1)
    Proposed
Maximum
Aggregate
Offering
Price(1)
    Amount of
Registration
Fee
 
Units, each consisting of one share of common stock, $.0001 par value, and one-half of one Warrant(2)   2,875,000 Units   $ 10.00     $ 28,750,000     $ 3,484.50  
Shares of common stock included as part of the Units(3)   2,875,000 Shares                 (4)
Redeemable Warrants included as part of the Units(3)   1,437,500 Warrants                 (4)
Total               $ 28,750,000     $ 3,484.50  

 

 
(1)      Estimated solely for the purpose of calculating the registration fee.
(2)       Includes 375,000 Units, 375,000 shares of common stock and 187,500 Redeemable Warrants underlying such Units which may be issued on exercise of a 45-day option granted to the underwriter.
(3)       Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(4)       No fee pursuant to Rule 457(g).

 

 

 

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

  

 

 

 

 

 

Explanatory Note

 

This Registration Statement on Form S-1 is being filed by Tuscan Holdings Corp. II, a Delaware corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-232205) (the “Prior Registration Statement”), initially filed by the Registrant on June 19, 2019 and declared effective by the Securities and Exchange Commission on July 11, 2019.

 

This Registration Statement covers the registration of an additional 2,875,000 of the Registrant’s units, each consisting of one share of the Registrant’s common stock, $0.0001 par value per share (“Common Stock”), and one-half of one redeemable warrant (“Warrant(s)”), including 375,000 units that may be purchased by the underwriters to cover over-allotments, if any.

 

The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

 

CERTIFICATION

 

The Registrant hereby certifies to the Securities and Exchange Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of July 12, 2019), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than July 12, 2019.

  

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

All exhibits filed with or incorporated by reference in Registration Statement No. 333-232205 are incorporated by reference into, and shall be deemed to be part of, this Registration Statement, except for the following, which are filed herewith:

 

Exhibit No.   Description
     
5.1   Opinion of Graubard Miller.
     
23.1   Consent of Marcum LLP.
     
23.2   Consent of Graubard Miller (included in Exhibit 5.1).
     
24      Power of Attorney (included on signature page).

 

II-1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 11th day of July, 2019.

 

  TUSCAN HOLDINGS CORP. II
   
  By: /s/ Stephen A. Vogel
  Name: Stephen A. Vogel
  Title: Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name   Position   Date
         
/s/ Stephen A. Vogel   Chairman and Chief Executive Officer   July 11, 2019
Stephen A. Vogel   (Principal Executive Officer)    
         
/s/ Richard O. Rieger   Chief Financial Officer   July 11, 2019
Richard O. Rieger   (Principal Financial and Accounting Officer)    
         
/s/ Michael Auerbach   Director   July 11, 2019
Michael Auerbach        
         
/s/ David H. Dickstein   Director   July 11, 2019
David H. Dickstein        

 

 

 

 II-2

 

 

fs1mef2019ex5-1_tuscan.htm OPINION OF GRAUBARD MILLER


> ENT> EX-5.1 2 fs1mef2019ex5-1_tuscan.htm OPINION OF GRAUBARD MILLER

EXHIBIT 5.1

 

GRAUBARD MILLER

THE CHRYSLER BUILDING

405 LEXINGTON AVENUE

NEW YORK, NEW YORK 10174

 

July 11, 2019

 

Tuscan Holdings Corp. II

135 E. 57th St., 17th Floor

New York, NY 10022

 

Dear Sirs:

 

Reference is made to the Registration Statement on Form S-1 (“Registration Statement”) filed by Tuscan Holdings Corp. II (“Company”), a Delaware corporation, under the Securities Act of 1933, as amended (“Act”), covering up to 2,875,000 units of the Company, including the underwriters’ over-allotment option (collectively the “Public Units”), with each Unit consisting of one share of common stock, par value $0.0001 per share (the “Common Stock”), of the Company and one-third of one warrant of the Company, each whole warrant to purchase one share of Common Stock (“Public Warrant”).

 

We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company.

 

Based upon the foregoing, we are of the opinion that:

 

1. Public Units. When the Registration Statement becomes effective under the Act and when the offering is completed as contemplated by the Registration Statement, such Public Units will be validly issued, fully paid and non-assessable.

 

2. Common Stock. When the Registration Statement becomes effective under the Act and when the offering is completed as contemplated by the Registration Statement, the shares of Common Stock underlying the Public Units will be validly issued, fully paid and non-assessable.

 

3. Public Warrants. When the Registration Statement becomes effective under the Act, and when the Public Warrants underlying the Public Units are issued, delivered and paid for as part of the Public Units, as contemplated by the Registration Statement, such Public Warrants will be validly issued, fully paid and non-assessable and will be legally binding obligations of the Company enforceable in accordance with their terms except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

 

We are opining solely on all applicable statutory provisions of Delaware corporate law, including the rules and regulations underlying those provisions, all applicable provisions of the Delaware Constitution, all applicable judicial and regulatory determinations in connection therewith and, as to the Public Units, the Public Warrants, the Purchase Option Units and the Purchase Option Warrants constituting legally binding obligations of the Company, solely with respect to the laws of the State of New York. Our opinion is based on these laws as in effect on the date hereof and as of the effective date of the Registration Statement, and we assume no obligation to revise or supplement this opinion after the effective date of the Registration Statement should the law be changed by legislative action, judicial decision, or otherwise. We express no opinion as to whether the laws of any other jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any other Federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.

 

We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel and to all references made to us in the Registration Statement and in the Prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.

 

/s/ Graubard Miller

 

fs1mef2019ex23-1_tuscan.htm CONSENT OF MARCUM LLP


> ENT> EX-23.1 3 fs1mef2019ex23-1_tuscan.htm CONSENT OF MARCUM LLP

EXHIBIT 23.1

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

 

We consent to the incorporation by reference in this Registration Statement of Tuscan Holdings Corp. II (the “Company”) on Form S-1, of our report dated April 12, 2019, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of Tuscan Holdings Corp. II as of March 31, 2019 and for the period from March 5, 2019 (inception) through March 31, 2019, appearing in Amendment No. 1 to the Registration Statement of Tuscan Holdings Corp. II on Form S-1, File No. 333-232205.

 

/s/ Marcum llp

 

Marcum llp

New York, NY

July 11, 2019

Additional Files
FileSequenceDescriptionTypeSize
0001213900-19-012549.txt   Complete submission text file   74180

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SEC CFR Title 17 of the Code of Federal Regulations.