UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June
16, 2022 (June 15, 2022)
TUSCAN HOLDINGS CORP. II
(Exact Name of Registrant as Specified in Charter
Delaware |
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001-38970 |
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83-3853706 |
(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
of Incorporation) |
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Identification No.) |
135 E. 57th Street, 17th Floor
New York, NY 10022 |
(Address of Principal Executive Offices) (Zip Code) |
(646) 948-7100 |
(Registrant’s Telephone Number, Including Area Code) |
Not Applicable |
(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☒ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Units, each consisting of one share of common stock and one-half of one redeemable warrant |
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THCAU |
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The Nasdaq Stock Market LLC |
Common stock, par value $0.0001 per share |
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THCA |
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The Nasdaq Stock Market LLC |
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share |
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THCAW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
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.
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.
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 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, 18th
Floor, 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:
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 16, 2022 |
TUSCAN HOLDINGS CORP. II |
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By: |
/s/ Stephen Vogel |
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Stephen Vogel |
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Chief Executive Officer |
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