Tuscan Holdings Corp. II and Surf Air Mobility Announce Filing of Registration Statement on Form S-4 for Proposed Business Combination

LOS ANGELES–(BUSINESS WIRE)–Tuscan Holdings Corp. II (Nasdaq: THCA) (“THCA”), a publicly traded special purpose acquisition company (“SPAC”), and Surf Air Mobility Inc. (“SAM”), a regional airline company working to accelerating the adoption of green aviation, today announced SAM’s filing with the United States Securities and Exchange Commission (“SEC”) of a registration statement on Form S-4 (the “Registration Statement”) relating to the previously announced proposed business combination of THCA and Surf Air Global Ltd (“Surf Air”), as well as SAM’s previously announced proposed acquisition of Southern Airways Corporation (“Southern”) .

The registration statement contains a preliminary proxy statement/prospectus for use in connection with the proposed transactions. Although the Registration Statement is not yet effective and the information it contains is subject to change, it provides important information about THCA, Surf Air, Southern and SAM and the proposed transactions.

The transactions, which have been approved by the boards of directors of SAM, Surf Air and THCA, are expected to close in the fourth quarter of 2022, subject to, among other things, the effectiveness of the registration statement, the approved by THCA and Surf Air. shareholders, regulatory approvals and satisfaction of other customary closing conditions.

About Tuscan Holdings Corp. II

Tuscan Holdings Corp. II (“THCA”) is a special purpose acquisition company formed for the purpose of effecting a merger, stock purchase or similar business combination with one or more differentiated businesses.

About Surf Air Global and Surf Air Mobility

Surf Air Mobility (“SAM”) is a Los Angeles-based electric aviation and airline company reinventing flight through the power of electrification. The company intends to bring electrified aircraft to market on a large scale to significantly reduce the cost and environmental impact of flying. The management team has deep experience and expertise in aviation, electrification and consumer technologies. Surf Air has a number of notable advisors, including Arianna Huffington (founder of the Huffington Post), Fred Reid (former CEO of Virgin America, chairman of Delta and Lufthansa), Jonathan Mildenhall (founder of 21st Century Brands, former CMO of Airbnb) , Dr. David Agus (founder/CEO Ellison Institute), Matthew Anderson (former CMO of Roku) and David Anderman (former general counsel at SpaceX). For more information visit: https://surfair.com.

Caution Regarding Forward-Looking Statements

Certain statements contained herein are “forward-looking statements” made pursuant to the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from their expectations, estimates and projections and, accordingly, you should not rely on these forward-looking statements as predictions of future events. In some instances, you can identify forward-looking statements by using words or phrases such as “may”, “should”, “could”, “predict”, “potential”, “believe”, “will likely result”, “s ‘expect’, ‘continue’, ‘will’, ‘anticipate’, ‘seek’, ‘estimate’, ‘intend’, ‘plan’, ‘project’, ‘would’ and ‘outlook’, or the negative version of these words or phrases or other comparable words or phrases of a future or forward-looking nature, but the absence of such words does not mean that a statement is not forward-looking. These forward-looking statements are not historical facts and are based on estimates and assumptions that, while considered reasonable by SAM and its management, as applicable, are inherently uncertain. Factors that could cause actual results to differ materially from current expectations include, but are not limited to: the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement with Southern , thereby preventing SAM’s ability to become 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 the technology; the ability of the company’s first-generation electrified aircraft to significantly decarbonize aviation and lessen the environmental impact of flight by reducing carbon emissions by up to 50%; the occurrence of any event, change or other circumstance that may give rise to the termination of the definitive business combination agreement with THCA (the “Business Combination”); the occurrence of any event, change or other circumstance that may give rise to the termination of the definitive agreements with AeroTEC and magniX to accelerate the development of electrified commercial aircraft or the failure of SAM to realize the anticipated benefits of such agreements; SAM’s ability, along with AeroTEC and magniX, to develop and certify hybrid and all-electric powertrains for new and existing Cessna Grand Caravan aircraft; the outcome of any legal proceedings that may be brought against SAM; the combined company or others after the announcement of the Business Combination and any definitive agreement relating thereto; the inability to complete the Business Combination due to the inability to obtain SAM shareholder approval, to obtain financing to complete the Business Combination or to satisfy other conditions to closing; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition of obtaining regulatory approval of the Business Combination; the ability to meet stock exchange listing standards after completion of the Business Combination; the risk that the Business Combination will disrupt SAM’s current plans and operations following the announcement and completion of the Business Combination; the ability to recognize the expected benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined business to grow and manage growth profitably, to maintain customer relationships and suppliers and retain its management and key employees; costs related to the Business Combination; changes in applicable laws or regulations; the possibility that SAM or the combined company will be adversely affected by other economic, business, regulatory and/or competitive factors; SAM’s expense and profitability estimates; changes in the markets in which SAM competes; SAM’s ability 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 slowdowns or severe or catastrophic weather or other disruptions or events; the ability to respond to declines in demand for private aviation services and changes in customer preferences; SAM’s ability to defend its intellectual property and meet regulatory requirements and the impact of the COVID-19 pandemic on SAM’s business; and other risks.

Additional information and where to find it

In connection with the proposed business combination, SAM has filed the registration statement with the SEC, which includes a preliminary prospectus and a preliminary proxy statement. THCA shareholders are urged to read the preliminary prospectus and proxy statement and any amendments thereto, as well as the final prospectus and definitive proxy statement in connection with the solicitation of proxies for the special meeting to be held to approve the proposed transaction, as these documents will contain important information about THCA, SAM and the proposed transaction. The final prospectus and definitive proxy statement will be mailed to THCA shareholders on a record date to be determined to vote on the proposed transaction. THCA stockholders will also be able to obtain a free copy of the proxy statement, as well as other materials containing information about THCA, at no cost, at the SEC’s website (www.sec.gov) or by calling 1-800-SEC-0330. Copies of the proxy statement and other documents filed by THCA with the SEC may also be obtained, free of charge, by sending a request to: [email protected]. Additionally, all filings with the SEC can be viewed on THCA’s website, tuscan-holdings.com. Information contained in, or accessible through, THCA’s or SAM’s website is not incorporated by reference into, and does not form part of, this press release.

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this press release, passed on the merits or fairness of the business combination or related transactions, or the adequacy or accuracy of the disclosure in this press release. Any representation to the contrary is a criminal offence.

Participants in the solicitation

SAM and THCA and their respective directors and officers and other officers and employees may be considered participants in the solicitation of proxies in connection with the proposed business combination. THCA shareholders and other interested persons may obtain, free of charge, more detailed information regarding the directors and officers of THCA in SPAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in the registration statement. Information regarding persons who may, under SEC rules, be considered participants in the solicitation of proxies from THCA stockholders in connection with the proposed business combination will be included in the registration statement.

No offer or solicitation

This press release does not constitute (i) a solicitation of proxy, consent or authorization with respect to any security or with respect to the proposed business combination, or (ii) an offer to sell or solicitation of an offer to buy any securities, or a solicitation of a vote or approval, and there will be no 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 such jurisdiction. No offer of securities will be made other than by means of a prospectus satisfying the requirements of the US Securities Act.