Tuscan 2 THCA
$150,000,000 vs 250 for THCB
1W + 11.50
Term 21 months.
Stephen A. Vogel, our Chief Executive Officer and Chairman, has more than 40 years of experience as an entrepreneur and chief executive officer of companies and has led businesses that have grown from start-ups to significant industry leaders. Additionally, Richard O. Rieger, our Chief Financial Officer, has over 33 years of investment experience. Mr. Vogel was previously the founder and executive Chairman of the Board of Forum Merger Corporation, or “Forum,” a blank check company that completed its initial public offering in April 2017, raising $172,500,000. Forum successfully completed its initial business combination in February 2018 with C1 Investment Corp. and in connection with the consummation of the business combination changed its name to ConvergeOne Holdings, Inc.
(NASDAQ: CVON). In January 2019, ConvergeOne consummated the transactions contemplated by an agreement with PVKG Intermediate Holdings Inc. pursuant to which a subsidiary of PVKG acquired all of the stock of ConvergeOne for $12.50 per share. Mr. Vogel was part of the management team at Forum during the initial public offering and the search for suitable acquisition targets. He was involved in negotiating and analyzing the acquisition, and assisted in raising a private placement at closing of the merger. Mr. Vogel is also currently affiliated with the following blank check companies:
• He is the President and a Director of Twelve Seas Investment Company, a blank check company that raised $207,000,000 in its initial public offering in June 2018 and entered into a definitive agreement for a proposed business combination in April 2019 with Brooge Petroleum and Gas Investment Company (“BPGIC”), which was formed to capitalize on an anticipated need for oil storage capacity at the Port of Fujairah. The transaction is expected to close in the third quarter 2019, subject to certain closing conditions.
• He is the Chairman and Chief Executive Officer of Tuscan Holdings Corp., a blank check company that raised $276,000,000 in its initial public offering in March 2019 and is currently seeking to consummate an initial business combination, with a focus in the cannabis industry, similar to our focus (“Tuscan I”).
On July 16, 2019, Tuscan Holdings Corp. II (the “Company”) consummated the initial public offering (“IPO”) of 15,000,000 of its units (“Units”). Each Unit consists of one share of common stock, $0.0001 par value per share (“Common Stock”), and one-half of one redeemable warrant (“Warrant”), with each whole Warrant entitling the holder to purchase one share of Common Stock at a price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $150,000,000.
Simultaneously with the consummation of the IPO, the Company consummated the private placement (“Private Placement”) of 215,000 Units (“Private Units”) at a price of $10.00 per Private Unit and 2,150,000 private warrants (“Private Warrants”) at a price of $1.00 per Private Warrant, generating total proceeds of $4,300,000, to the Company’s initial stockholder and EarlyBirdCapital, Inc. (“EBC”), the sole book-running manager of the IPO, and its designees. The Private Units and Private Warrants are identical to the Units and Warrants sold in the IPO, except that the Private Warrants and the Warrants underlying the Private Units are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. The purchasers of the Private Units and Private Warrants have agreed (A) to vote the Common Stock underlying the Private Units (“Private Shares”) in favor of any proposed business combination, (B) not to convert any Private Shares into the right to receive cash from the trust account in connection with a shareholder vote to approve the Company’s proposed initial business combination or sell any Private Shares to the Company in a tender offer in connection with a proposed initial business combination and (C) that such Private Shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated within the required time period. Additionally, the purchasers of Private Units and Private Warrants have agreed not to transfer, assign or sell any of the securities purchased in the Private Placement, including the underlying Common Stock and Warrants (except to certain permitted transferees), for certain periods of time.
An audited balance sheet as of July 16, 2019 reflecting receipt of the proceeds received by the Company in connection with the consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the press release issued by the Company announcing the consummation of the IPO and Private Placement is included as Exhibit 99.2 to this Current Report on Form 8-K.
On July 19, 2019, the Company consummated the sale of an additional 2,250,000 Units that were subject to the underwriters’ over-allotment option at $10.00 per Unit, generating gross proceeds of $22,500,000. Simultaneously with the closing of the sale of additional units, the Company consummated the sale of an additional 22,500 Private Units at a price of $10.00 per Private Unit and an additional 225,000 Private Warrants at a price of $1.00 per Private Warrant, generating total proceeds of $450,000. Following the closing of the over-allotment option and sale of additional Private Units and Private Warrants, an aggregate amount of $172,500,000 has been placed in the Company’s trust account established in connection with the IPO.