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~~Earliest ~~event reported~~Event Reported): November 216, 2022 (~~October~~November 3114, 2022)

TUSCAN HOLDINGS CORP. II

(Exact Name of Registrant as Specified in Charter)

Delaware	001-38970	83-3853706
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

135 E. 57^th Street, 17^th 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)~~4I under the Exchange Act (17 CFR 240.~~13e 4~~13I(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of common stock and one-half of one redeemable warrant	THCAU	The Nasdaq Stock Market LLC
Common stock, par value $0.0001 per share	THCA	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	THCAW	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 21.0302 ~~Creation~~Termination of aMaterial ~~Direct~~Definitive ~~Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Agreement.

As previously ~~disclosed~~announced, on ~~June~~ 21May 17, 2022, Tuscan Holdings Corp. II (“Tuscan”), ~~held~~Surf aAir ~~special~~Global ~~meeting~~Limited ~~of stockholders~~ (“~~Meeting~~Surf Air”)~~. At the Meeting~~, ~~Tuscan’s~~ ~~stockholders~~Surf ~~voted to approve an amendment to Tuscan’s amended and restated certificate of incorporation to extend~~Air ~~the~~Mobility ~~date~~Inc., ~~by which Tuscan has to consummate~~ a ~~business~~wholly-owned ~~combination~~subsidiary ~~from~~of ~~June~~Surf ~~30,~~Air ~~2022 to December 31, 2022~~ (~~the~~ “~~Extension~~Parentco”)~~. In connection with the extension~~, ~~Tuscan~~THCA ~~Holdings~~Merger ~~Acquisition~~Sub ~~II LLC~~Inc., ~~Tuscan’s~~a ~~sponsor~~wholly-owned ~~and an affiliate~~ subsidiary of ~~Stephen~~Parentco ~~A. Vogel, Tuscan’s Chief Executive Officer~~ (“~~sponsor~~Merger Sub I”), ~~agreed~~and ~~that~~SAGL ifMerger ~~the~~Sub ~~Extension Amendment Proposal was approved~~Limited, ita orwholly-owned ~~its~~subsidiary ~~affiliates~~of ~~would~~Parentco (“Merger ~~lend~~Sub toII” ~~Tuscan~~and ~~$0.10~~together ~~per~~with ~~share~~Surf ~~for~~Air, ~~first~~Parentco ~~three months of the Extension~~ and ~~then~~Merger ~~$0.033~~Sub ~~per~~I, ~~share~~the ~~for~~“Surf ~~each~~Entities”), ~~additional~~entered ~~month~~into ofa ~~the Extension~~Business ~~needed~~Combination toAgreement ~~consummate~~(“Merger anAgreement”). ~~initial~~The ~~business~~Merger ~~combination~~Agreement ~~through~~had ~~the~~contemplated ~~Extended~~that ~~Date~~Merger ~~for~~Sub ~~each~~I ~~public~~would ~~share~~merge ~~that~~with and isinto ~~not~~Tuscan, ~~converted in connection~~ with ~~the~~Tuscan ~~stockholder~~surviving, ~~vote~~and, tosimultaneously ~~approve~~therewith, ~~the~~Merger ~~Extension.~~Sub ~~Accordingly,~~II aswould ~~previously~~merge ~~disclosed,~~with onand ~~June~~into ~~28,~~Surf ~~2022~~Air, ~~the~~with ~~sponsor~~Surf ~~lent an aggregate~~Air ofsurviving ~~$261~~(collectively,~~810.10~~ ~~to Tuscan for~~ the ~~first~~“Mergers”), ~~three~~as ~~months~~a result of ~~the~~which ~~Extension~~Parentco ~~and~~would onbe ~~September 30, 2022,~~ the ~~sponsor~~continuing ~~lent~~public ancompany ~~aggregate of $86,397.33~~with to Tuscan ~~for the fourth month of the Extension,~~ and ~~such~~Surf ~~funds~~Air ~~were~~as ~~deposited~~its ~~into~~wholly ~~Tuscan’s~~owned ~~trust account~~subsidiaries.

OnEffective ~~October~~as 31of November 14, 2022, ~~the sponsor~~Tuscan ~~lent~~and anSurf ~~aggregate~~Air ofmutually ~~$86,397.33~~agreed to ~~Tuscan~~terminate ~~for~~ the ~~fifth~~Merger ~~month~~Agreement, ofpursuant ~~the~~to ~~Extension~~a Mutual Termination and Release Agreement (the “~~Loan~~Termination Agreement”) by and ~~such~~among ~~funds~~Tuscan, ~~were~~Tuscan ~~deposited into~~Holdings ~~Tuscan’s~~Acquisition ~~trust~~II ~~account.~~LLC ~~The~~(“Sponsor”), ~~funds~~Surf Air and Parentco. As consideration for the ~~Loan~~termination, ~~were~~if ~~advanced~~Parentco to(or the ~~sponsor~~surviving byparent of Surf Air, ~~Global~~if ~~Limited~~not (Parentco, the “~~Company~~Surf Parent”). Ascompletes ~~previously~~a ~~disclosed,~~Direct ~~on May 17~~Listing, ~~2022,~~an ~~Tuscan~~IPO, ~~the~~a ~~Company,~~SPAC ~~Surf~~Transaction ~~Air~~or ~~Mobility~~a ~~Inc.,~~Sale aTransaction ~~wholly-owned~~(each ~~subsidiary~~as ofdefined in the ~~Company~~Termination ~~(“Parentco”~~Agreement), on or prior ~~THCA~~to ~~Merger~~November ~~Sub~~14, ~~Inc.~~2025, aSurf ~~wholly-owned~~Parent ~~subsidiary~~will ofissue ~~Parentco~~to ~~(“Merger~~Tuscan ~~Sub I”)~~600,000 ~~and~~shares ~~SAGL~~of ~~Merger~~Parentco ~~Sub~~common ~~Limited,~~stock a(or ~~wholly-owned subsidiary~~an ofequivalent ~~Parentco~~number ~~(“Merger~~of ~~Sub~~shares ~~II”~~of ~~and~~common equity ~~together~~of ~~with~~ the ~~Company~~Surf Parent, ~~Parentco~~if ~~and~~not ~~Merger Sub I~~Parentco, the “~~Surf~~Common ~~Entities~~Stock”). In addition, as reimbursement of Tuscan’s expenses, ~~entered~~at ~~into~~such atime, ~~Business~~Surf ~~Combination~~Parent ~~Agreement~~will either (~~“Merger~~in ~~Agreement”~~Surf Air’s sole discretion). ~~Pursuant~~issue to ~~the~~Tuscan ~~Merger~~an ~~Agreement~~additional 35,000 ~~upon~~shares ~~the~~of ~~closing~~Common ofStock ~~the~~or ~~transactions~~pay ~~contemplated~~to byTuscan ~~the~~$700,000 ~~Merger~~in ~~Agreement~~cash (~~the~~such ~~“Transactions”),~~shares ~~Merger~~of ~~Sub~~Common IStock, ~~will~~collectively, ~~merge~~the ~~with~~“Shares”). ~~and~~The ~~into~~Termination ~~Tuscan,~~Agreement ~~with~~obligates ~~Tuscan~~Surf ~~surviving~~Parent asto file a ~~wholly~~registration ~~owned~~statement ~~subsidiary~~covering the sale of ~~Parentco~~the ~~and~~Shares with the ~~security~~SEC. ~~holders~~The termination of ~~Tuscan~~the ~~becoming~~Merger ~~security~~Agreement became ~~holders~~effective ofupon Parentco~~, and,~~’s ~~simultaneously~~confidential ~~therewith,~~submission ~~Merger~~on ~~Sub~~November II15, ~~will~~2022 ~~merge~~of ~~with~~a ~~and~~draft ~~into~~registration ~~the~~statement ~~Company,~~ with the ~~Company~~Securities and ~~surviving~~Exchange asCommission a(the ~~wholly~~“SEC”) ~~owned~~in ~~subsidiary of~~connection ~~Parentco~~with ~~and~~ the ~~security~~Direct ~~holders~~Listing of ~~the~~Parentco. ~~Company~~The ~~becoming~~Shares ~~security~~were ~~holders~~included ofin the ~~Parentco~~draft registration statement.

~~The~~Under ~~Loan~~the ~~will~~Termination ~~not~~Agreement, the ~~bear~~Tuscan ~~any~~parties ~~interest and~~released ~~will~~all beclaims ~~repayable~~against by the ~~Company~~Surf toAir ~~the~~parties ~~sponsor~~and ~~upon~~certain ~~consummation~~associated ofpersons, anand ~~initial~~the ~~business~~Surf ~~combination.~~Air ~~The~~parties ~~Loan~~released all ~~will~~claims beagainst ~~forgiven if~~ the ~~Company~~Tuscan isparties ~~unable~~and tocertain ~~consummate~~associated anperson, ~~initial~~arising ~~business~~or ~~combination~~resulting ~~except~~from or relating to, directly or indirectly, the ~~extent~~Merger ofAgreement, any ~~funds~~other ~~held~~transaction ~~outside~~documents, any of the ~~Company’s trust~~transactions ~~account.~~contemplated ~~The~~by ~~Loan~~the ~~will~~Merger beAgreement ~~subject~~or toany ~~customary~~other ~~events~~transaction documents, ofor ~~default,~~any ~~including~~loans ~~upon~~issued ~~the~~by ~~failure~~Surf toAir ~~make~~or ~~payments~~any ~~when~~of ~~due~~its ~~and~~affiliates ~~upon the~~to ~~occurrence~~Tuscan or any of ~~bankruptcy~~its ~~proceedings~~affiliates. orThe ~~similar~~Termination ~~events~~Agreement also includes certain mutual indemnification obligations.

~~Cautionary~~The ~~Note~~foregoing ~~Regarding~~description of ~~Forward~~the ~~Looking~~Termination ~~Statements~~Agreement is qualified in its entirety by reference to the full text of such agreement which is attached as an exhibit hereto and incorporated herein by reference.

~~Neither~~Because Tuscan, ~~the~~will ~~Surf~~not ~~Entities,~~be ~~nor~~able ~~any~~to ofconsummate ~~their~~a ~~respective~~business ~~affiliates~~combination ~~makes~~within ~~any~~the ~~representation~~remaining ortime ~~warranty~~available as to ~~the~~it ~~accuracy~~under orits ~~completeness~~amended ofand ~~the~~restated ~~information~~certificate ~~contained~~of incorporation, inTuscan ~~this~~will ~~Current~~now ~~Report~~commence onthe ~~Form~~process ~~8-K.~~of ~~This~~dissolving ~~Current~~and ~~Report~~liquidating onits ~~Form~~assets. ~~8-K~~Additionally, isthe ~~not~~Sponsor ~~intended~~has toindicated bethat ~~all-inclusive~~it ordoes not intend to ~~contain~~deposit ~~all~~ the ~~information that~~necessary afunds ~~person~~to ~~may~~the ~~desire~~trust inaccount ~~considering~~to extend the ~~proposed~~time ~~Transactions~~to ~~discussed~~consummate ~~herein.~~a Itbusiness iscombination ~~not~~for ~~intended~~the tofinal ~~form~~month of the ~~basis~~previously obtained extension of ~~any~~time ~~investment decision~~to orconsummate ~~any~~such ~~other~~a ~~decision~~business incombination. ~~respect~~Tuscan’s ofwarrants ~~the~~will ~~proposed~~expire ~~Transactions~~worthless.

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, although not all forward-looking statements includes such words or phrases or similar expressions. 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~~Item ~~forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results~~9.01 ~~Most~~Financial ~~of these~~Statements ~~factors are outside Tuscan’s~~ and ~~the Surf Entities’ control and are difficult to predict~~Exhibits. 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 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~~(d) 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.Exhibits:

Exhibit		Description
10.1		Mutual Termination and Release Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Additional Information and Where to Find It

In connection with the proposed transaction between Tuscan and the Surf Entities, Parentco has filed with the SEC a registration statement on Form S-4, which includes a preliminary Parentco prospectus as well as a preliminary Tuscan proxy statement (the “Proxy Statement/Prospectus”). Tuscan plans to mail the definitive Proxy Statement/Prospectus, when available, to its stockholders in connection with the transaction. INVESTORS AND SECURITYHOLDERS OF TUSCAN ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS CAREFULLY, AND WHEN THEY BECOME AVAILABLE, TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY, BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE SURF ENTITIES, TUSCAN, THE TRANSACTION AND RELATED MATTERS. Investors and securityholders may obtain free copies of the preliminary Proxy Statement/Prospectus (and when available, the definitive Proxy Statement/Prospectus) 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, is included in the preliminary Proxy Statement/Prospectus described above. Additional information regarding Tuscan’s directors and executive officers can also be found in Tuscan’s annual report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on April 25, 2022. 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, buy or exchange, or the solicitation of an offer to sell, buy or exchange 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.

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: November 2, 2022	TUSCAN HOLDINGS CORP. II
Dated: November 16, 2022	TUSCAN HOLDINGS CORP. II
	By:	/s/ Stephen Vogel
		Stephen Vogel
		Chief Executive Officer

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