Blog: TUSCAN HOLDINGS CORP. II : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01 Regulation FD Disclosure.

As previously announced, on May 17, 2022, Tuscan Holdings Corp. II (“Tuscan”),
Surf Air Global Limited (the “Company”), Surf Air Mobility Inc., a wholly-owned
subsidiary of the Company (“Parentco”), THCA Merger Sub Inc., a wholly-owned
subsidiary of Parentco (“Merger Sub I”), and SAGL Merger Sub Limited, a
wholly-owned subsidiary of Parentco (“Merger Sub II” and together with the
Company, Parentco and Merger Sub I, the “Surf Entities”), entered into a
Business Combination Agreement (“Merger Agreement”). Pursuant to the Merger
Agreement, upon the closing of the transactions contemplated by the Merger
Agreement (the “Transactions”), Merger Sub I will merge with and into Tuscan,
with Tuscan surviving, and, simultaneously therewith, Merger Sub II will merge
with and into the Company, with the Company surviving (collectively, the
“Mergers”). The Merger Agreement contemplates a related business combination
transaction pursuant to which on the closing date a wholly-owned subsidiary of
Parentco will be merged with and into Southern Airways Corporation (“Southern”),
with Southern surviving (the “Southern Acquisition”). Following the Mergers and
the Southern Acquisition, (i) the Company, Southern and Tuscan will be
wholly-owned subsidiaries of Parentco, (ii) the security holders of Tuscan, the
Company and Southern will be security holders of Parentco, (iii) Parentco will
be the publicly traded company and (iv) Parentco’s business will be the business
of the Company and Southern.

Attached as an exhibit to this Current Report on Form 8-K is an electronic mail
message sent to the Company’s investors on June 15, 2022.

The information set forth in this Item 7.01, including the exhibits attached
hereto, are intended to be furnished and shall not be deemed “filed” for
purposes of Section 18 of the Exchange Act or otherwise subject to the
liabilities of that section, nor shall they be deemed incorporated by reference
in any filing under the Securities Act or the Exchange Act, except as expressly
set forth by specific reference in such filing.

Cautionary Note Regarding Forward Looking Statements

Neither Tuscan, the Surf Entities, nor any of their respective affiliates makes
any representation or warranty as to the accuracy or completeness of the
information contained in this Current Report on Form 8-K. This Current Report on
Form 8-K is not intended to be all-inclusive or to contain all the information
that a person may desire in considering the proposed Transactions discussed
herein. It is not intended to form the basis of any investment decision or any
other decision in respect of the proposed Transactions.



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This Current Report on Form 8-K and the exhibits filed or furnished herewith
include “forward-looking statements” made pursuant to the safe harbor provisions
of the United States Private Securities Litigation Reform Act of 1995 with
respect to the proposed transactions between Tuscan and the Surf Entities,
including statements regarding the benefits of the transaction, the anticipated
timing of the Transactions, the business of the Surf Entities and the markets in
which they operate. Actual results may differ from expectations, estimates and
projections and consequently, you should not rely on these forward-looking
statements as predictions of future events. These forward-looking statements
generally are identified by the words or phrases such as “aspire,” “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “will be,” “will continue,” “will likely result,” “could,”
“should,” “believe(s),” “predicts,” “potential,” “continue,” “future,”
“opportunity,” seek,” “intend,” “strategy,” or the negative version of those
words or phrases or similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, Tuscan’s and the Surf Entities’ expectations with respect to future
performance and anticipated financial impacts of the proposed Transactions.

These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected
results. Most of these factors are outside Tuscan’s and the Surf Entities’
control and are difficult to predict. Factors that may cause such differences
include, but are not limited to: the occurrence of any event, change or other
circumstances that could impact the acquisition of Southern to result in a
leading air mobility platform with scheduled routes and on-demand charter
flights operated by Southern and other third-party operators; the Company’s
ability to upgrade Southern’s current fleet of nearly 40 Cessna Grand Caravans
to hybrid electric aircraft using technology; the ability of the Company’s first
generation of electrified aircraft to meaningfully decarbonize aviation and help
alleviate the environmental impact of flying by reducing carbon emissions by as
much as 50 percent; the risk that the benefits of the Merger may not be
realized; the risk that the Merger may not be completed in a timely manner or at
all, which may adversely affect the price of Tuscan’s securities; the failure to
satisfy the conditions to the consummation of the Merger, including the failure
of Tuscan’s stockholders to approve and adopt the Merger Agreement; the
occurrence of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement; the outcome of any legal proceedings
that may be initiated following announcement of the Merger; the combined
company’s continued listing on Nasdaq after Closing; the risk that the proposed
transaction disrupts current plans and operations of the Surf Entities as a
result of the announcement and consummation of the Merger; costs related to the
Merger; changes in applicable laws or regulations; the possibility that the
combined company may be adversely affected by other economic, business, and/or
competitive factors; the occurrence of any event, change or other circumstances
that could give rise to the termination of the definitive agreements with
AeroTEC and magniX to accelerate development of electrified commercial aircraft
or the inability of SAM to realize the anticipated benefits of the these
agreements; the ability of the Company, along with AeroTEC and magniX, to
develop and certify hybrid and fully-electric powertrains for new and existing
Cessna Grand Caravan aircraft; the inability to complete the Merger due to the
failure to obtain approval of the stockholders of the Company, to obtain
financing to complete the Merger or to satisfy other conditions to closing;
changes to the proposed structure of the Merger that may be required or
appropriate as a result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the Merger; the risk that the Merger disrupts
current plans and operations of the Company as a result of the announcement and
consummation of the Merger; the ability to recognize the anticipated benefits of
the Merger, which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its management and key
employees; costs related to the Merger; the possibility that the Company or the
combined company may be adversely affected by other economic, business,
regulatory, and/or competitive factors; the Company’s estimates of expenses and
profitability; the evolution of the markets in which the Company competes; the
ability of the Company to implement its strategic initiatives and continue to
innovate its existing products; the ability to respond to failures in our
technology or cybersecurity threats affecting our business; the ability to
respond to regional downturns or severe weather or catastrophic occurrences or
other disruptions or events; the ability to respond to decreases in demand for
private aviation services and changes in customer preferences; the ability of
the Company to defend its intellectual property; the impact of COVID-19 or other
adverse public health developments; and other risks and uncertainties that will
be detailed in the Proxy Statement/Prospectus (as defined below) and as
indicated from time to time in Tuscan’s filings with the SEC. These filings
identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the
forward-looking statements.

Tuscan and the Surf Entities caution that the foregoing list of factors is not
exclusive. Tuscan and the Surf Entities caution readers not to place undue
reliance upon any forward-looking statements, which speak only as of the date
made. Neither Tuscan nor any of the Surf Entities undertake or accept any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its expectations or any
change in events, conditions or circumstances on which any such statement is
based.



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Additional Information and Where to Find It

This document is not a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the transaction
and does not constitute an offer to sell, buy, or exchange or the solicitation
of an offer to sell, buy, or exchange any securities or the solicitation of any
vote or approval in any jurisdiction, nor shall there be any sale, purchase, or
exchange of securities or solicitation of any vote or approval in any
jurisdiction in contravention of applicable law.

In connection with the proposed transaction between Tuscan and the Surf
Entities, Parentco will file with the SEC a registration statement on Form S-4,
which will include Parentco prospectus as well as Tuscan’s proxy statement (the
“Proxy Statement/Prospectus”). Tuscan plans to mail the definitive Proxy
Statement/Prospectus to its stockholders in connection with the transaction.
INVESTORS AND SECURITYHOLDERS OF TUSCAN ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE
SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE SURF ENTITIES, TUSCAN, THE TRANSACTION AND RELATED
MATTERS. Investors and securityholders will be able to obtain free copies of the
Proxy Statement/Prospectus (when available) and other documents filed with the
SEC by Parentco and Tuscan through the website maintained by the SEC at
http://www.sec.gov. In addition, investors and securityholders will be able to obtain
free copies of the documents filed with the SEC by directing a written request
by mail to Tuscan at 135 East 57th Street, 18thFloor, New York, NY 10022 or by
email to stephen@tuscanholdings.com.

Participants in the Solicitation

Tuscan, the Surf Entities, and certain of their respective directors, executive
officers, and employees may be considered to be participants in the solicitation
of proxies in connection with the transaction. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in the solicitation
of the stockholders of Tuscan in connection with the transaction, including a
description of their respective direct and indirect interests, by security
holdings or otherwise, will be included in the Proxy Statement/Prospectus
described above when it is filed with the SEC. Additional information regarding
Tuscan’s directors and executive officers can also be found in Tuscan’s final
prospectus dated July 2, 2019 and declared effective by the SEC on July 11,
2019. These documents are available free of charge as described above.



No Offer or Solicitation


This Current Report on Form 8-K does not constitute (i) a solicitation of a
proxy, consent, or authorization with respect to any securities or in respect of
the proposed business combination, or (ii) an offer to sell or the solicitation
of an offer to buy any securities, or a solicitation of any vote or approval,
nor shall there be any sale of securities in any jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of the U.S. Securities Act.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits:



Exhibit   Description
99.1        Electronic Mail Message, dated June 15, 2022.
104       Cover Page Interactive Data File (embedded within the Inline XBRL document)




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