8-K

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): August 8, 2022 (August 8, 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. 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	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 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 investor presentation dated August 2022 to be used by Tuscan and the Company in connection with the Transactions.

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.

1

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.

2

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 57^th Street, 18^th 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:

Exhibit	Description
99.1	Investor presentation.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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: August 8, 2022	TUSCAN HOLDINGS CORP. II
	By:	/s/ Stephen Vogel
		Stephen Vogel
		Chief Executive Officer

4

EX-99.1

Exhibit 99.1

© 2 0 2 2 SURF AIR MOBILITY © 2 0 2 2 SURF AIR MOBILITY Advancing the future of flight for the good of people and the planet AUGUST 2022

© 2 0 2 2 SURF AIR MOBILITY About this Presentation This investor presentation (“Presentation”) contains proprietary information of Surf Air Mobility Inc. (“Surf Air Mobility”).This Presentation is made solely for informational purposes, and no representation or warranty, express or implied, is made by Surf Air Mobility or any of its representatives as to the information contained in these materials or disclosed during any related presentations or discussions. This Presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination (the “Business Combination”) between Surf Air Mobility and Tuscan Holdings Corp. II (the “SPAC”) and related transactions and for no other purpose. No representations or warranties, express or implied are given in, or in respect of, this Presentation. To the fullest extent permitted by law in no circumstances will Surf Air Mobility or any of its subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, investment banks, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this Presentation have been obtained from third - party industry publications and sources as well as from research reports prepared for other purposes. Surf Air Mobility has not independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data is subject to change. In addition, this Presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of the Business Combination. Viewers of this Presentation should each make their own evaluation of Surf Air Mobility and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. This Presentation 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, a solicitation of an offer to buy, or a recommendation to purchase any security of Surf Air Mobility or any of its affiliates. No such offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended. Forward Looking Statements Certain statements, estimates, targets and projections in this Presentation may be considered forward - looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward - looking statements generally relate to future events or involving, or future performance of, Surf Air Mobility. For example, projections of future EBITDA, statements regarding anticipated growth in the industry in which Surf Air Mobility operates and anticipated growth in demand for Surf Air Mobility’s products, projections of Surf Air Mobility’s future financial results and other metrics, the satisfaction of closing conditions to the Business Combination and the timing of the completion of the Business Combination are forward - looking statements. In some cases, you can identify forward - looking statements by terminology such as “pro forma”, “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward - looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward - looking statements are based upon estimates and assumptions that, while considered reasonable by Surf Air Mobility and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; the outcome of any legal proceedings that may be instituted against Surf Air Mobility, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of Surf Air Mobility, 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 to obtaining regulatory approval of the Business Combination; the ability to meet stock exchange listing standards following the consummation of the Business Combination; the risk that the Business Combination disrupts current plans and operations of Surf Air Mobility as a result of the announcement and consummation of the Business Combination; the ability to recognize the anticipated benefits of the Business Combination, 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 Business Combination; changes in applicable laws or regulations; the possibility that Surf Air Mobility or the combined company may be adversely affected by other economic, business, regulatory, and/or competitive factors; Surf Air Mobility’s estimates of expenses and profitability; the evolution of the markets in which Surf Air Mobility competes; the ability of Surf Air Mobility 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 Surf Air Mobility to defend its intellectual property and satisfy regulatory requirements; the impact of the COVID - 19 pandemic on Surf Air Mobility’s business; and other risks and uncertainties indicated from the time to time in the registration statement on Form S - 4, including those set forth under “Risk Factors” therein, and other documents filed to be filed with the SEC by Surf Air Mobility. Use of Projections This Presentation contains financial forecasts for Surf Air Mobility with respect to certain financial results for Surf Air Mobility’s fiscal year 2022. The Company’s independent auditors have not audited, studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation. These projections are forward - looking statements and should not be relied upon as being necessarily indicative of future results. In this Presentation, certain of the above - mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of Surf Air Mobility or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved . Use of Trademarks This Presentation contains trademarks, service marks, trade names and copyrights of Surf Air Mobility and other companies, which are the property of their respective owners. Unaudited Financial Information The financial information and data contained in this presentation is unaudited and does not conform to Regulation S - X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement, registration statement, or prospectus to be filed by Surf Air Mobility with the SEC. Industry and Market Data Unless otherwise indicated, information contained in this presentation concerning the Company’s industry, competitive position and the markets in which it operates is based on information from independent industry and research organizations, other third - party sources and management estimates. Management estimates are derived from publicly - available information released by independent industry analysts and other third - party sources, as well as data from the Company’s internal research, and are based on assumptions made by the Company upon reviewing such data, and the Company’s experience in, and knowledge of, such industry and markets, which the Company believes to be reasonable. While the Company believes that such third - party information is reliable, the Company has not independently verified, and makes no representation as to the accuracy or completeness of, such third - party information. In addition, projections, assumptions and estimates of the future performance of the industry in which the Company operates and the Company’s or the combined entity’s future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in the estimates made by independent parties and by the Company. Additional information about the Business Combination and where to find it. The Business Combination will be submitted to stockholders of the SPAC for their consideration. Surf Air Mobility and the SPAC intend to file a Registration Statement on Form S - 4 with the SEC, which will include preliminary proxy statement and a definitive proxy statement, to be distributed to the SPAC’s stockholders in connection with the SPAC’s solicitation for proxies for the vote by the SPAC’s shareholders in connection with the Business Combination and other matters as described in the definitive proxy statement. After the Registration Statement on Form S - 4 has been filed and declared effective, the SPAC will mail a definitive proxy statement and other relevant documents to its stockholders as of the record date established for voting on the Business Combination. The SPAC’s stockholders and other interested persons are advised to read, once available, the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection with the SPAC’s solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the Business Combination, because these documents will contain important information about Surf Air Mobility, the SPAC and the Business Combination. Stockholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the Business Combination and other documents filed with the SEC by the SPAC or Surf Air Mobility, without charge, at the SEC’s website located at www.sec.gov or by directing a request to investors@surfair.com. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Risk Factors For a non - exhaustive description of the risks relating to an investment in the proposed business combination, please review “Risk Considerations” in the Appendix. Participants in the solicitation Surf Air Mobility, the SPAC and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from the SPAC’s stockholders in connection with the Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of the SPAC’s stockholders in connection with the Business Combination will be set forth in the SPAC’s proxy statement when it is filed with the SEC. You can find more information about the SPAC’s directors and executive officers in the SPAC’s final prospectus filed with the SEC on July 11, 2019. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the SPAC’s proxy statement when it becomes available. Stockholders, potential investors and other interested persons should read the proxy statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above. 2 Disclaimer

© 2 0 2 2 SURF AIR MOBILITY 3 Surf Air Mobility is reinventing flying through the power of electrification, changing everything we’ve come to expect from air travel . © 2 0 2 2 SURF AIR MOBILITY

There’s a ~915,000,000+ metric ton carbon problem waiting to be solved And global aviation emissions are predicted to increase ~6% every year 4 15,000+ existing 9 - 19 seat turboprop aircraft able to be electrified ~15% aviation emissions from flights 50 - 500 miles Electrifying smaller existing aircraft on 50 to 500 mile flights is a significant first step toward decarbonizing air travel Source: Proprietary study conducted by top - tier consultancy for SAM management; ‘Clean Skies For Tomorrow’ 2019, ‘Reducing aviation emissions over the long and short haul’ McKinsey 2021 © 2 0 2 2 SURF AIR MOBILITY

© 2 0 2 2 SURF AIR MOBILITY 330,000+ 43 Passengers Airports 2 64,000+ 39 Flights Turboprop aircraft fleet 2 “Surf Air makes my business travel so much simpler and enjoyable.” “It makes it a much more pleasant, connected experience... It’s easier, smoother, more humane, and it’s more efficient.” 5 We know small planes — Mitchell K Customer since 2014 — Dan O Customer since 2020 We have been pioneering a new category of travel since 2013, our turboprop aircraft make it possible to connect regional airports on the Surf Air aviation platform, creating a new type of travel that people love and rely on today. 2021 1 1. 2021 combined operating results Surf Air and Southern; acquisition of Southern i s expected to close concurrently with the deSPAC transaction. 2. 2022 combined Surf Air and Southern aircraft fleet stands at 55 operating into 48 airports © 2 0 2 2 SURF AIR MOBILITY

S©U2R0F 2A2I RSUMROFBAIILRI T M Y O|BIPLRI TOYPRIETARY & CONFIDENTIAL 6 We’ve created a delightful flying experience solving the greatest pain points of commercial flying SKI P THE CROWDS IN A PRIVATE LOUNGE With no hassles in sight, it’s immediately obvious this isn’t the typical airport experience ARRI VE 15 - MINUTES BEFORE TAKE OFF From an airport closer to your home, you’ll fly direct between local airports closer to your destination. SEAMLESS BOOKI NG Saving time starts the moment you reserve your seat in seconds ENJOYABLE FLYI NG EXPERI ENCE You’ll be on your way minutes after touchdown, arriving refreshed and ready for the day ahead . Too airporty, Something with Lainie greeting them without the counter App i l lustration of future release once sustainable aviation fuel is available on fl ight network

© 2 0 2 2 SURF AIR MOBILITY 7 We’ve built a consumer platform to aggregate third - party operators and delight flyers SCHEDULED SERVICE THAT SAVES TIME We believe that frequent scheduled regional flights provide a lower cost entry point to Surf Air ON - DEMAND AIRCRAFT FOR ULTIMATE FLEXIBILITY Third - party operators list aircraft for on - demand service, allowing consumers access to thousands of available aircraft

© 2 0 2 2 SURF AIR MOBILITY The level of technology to electrify these aircraft exists today but needs to be certified in order to become a product 8 Electrification is expected to catalyze the 50 to 500 mile regional mobility market, turning it into a potential $200B global opportunity by 2030 US Europe Rest of the world Sources: proprietary study conducted by top - 3 strategy consultancy and Surf Air Mobility management analysis; Assumes a 3.5% switch rate across all modes of existing demand for 50 - 500 mile mobility (car, train, air, sea, etc.) to the use of a high - frequency, electrified regional air service flying out of small, conveniently located airports with a $125 - 300 price point per seat. U.S. and Europe market s ize based on SAM management estimates based on the proprietary study Small electrified aircraft can enable a new form of regional mobility: An air mobility network connecting the thousands of regional airports the commercial aviation industry cannot serve At a price point the consumer expects of commercial aviation ~ $ 30B ~ $ 30B ~ $ 140B $ 200B By 2030E

9 Green flying redefines our radius of local possibility YOUR NEW NEIGHBORHOOD +500 Miles YOUR CURRENT NEIGHBORHOOD Los Angeles A new era of air travel expansion made possible with new technologies that reduce emissions and cost 1 noun Green Flying Il lustrative example of regional airport access on electrified aircraft 1. Surf Air Mobility’s internal definition of a new generation of air travel © 2 0 2 2 SURF AIR MOBILITY

© 2 0 2 2 SURF AIR MOBILITY © 2 0 2 2 SURF AIR MOBILITY Illustrative Surf Air Mobility potential Southern California network 10 A new kind of point - to - point air travel can replace busy highways and large crowded airports As aircraft become cheaper to operate with electrification, we believe we can catalyze new routes that change the paradigm of how we move. San Luis Obispo Accessible regional airports Congested large airports Scottsdale Sedona Camarillo Burbank Chino Montgomery Field Brown Field Long Beach Torrance LAX Santa Barbara San Carlos Thermal Palm Springs Oakland Lake Tahoe Monterey Las Vegas Carlsbad SAN Hawthorne

© 2 0 2 2 SURF AIR MOBILITY 11 LOS ANGELES DALLAS BAY AREA SOUTH FLORI DA Source: 2019 DOT & FAA data and proprietary study conducted by top - three consultancy in the U.S. ~5000 Public - use airports ~500 Airports only with commercial service ~30 Airports represent ~70% of all commercial traffic Illustrative example of regional airport potential Concord Livermore Hayward Palo Alto San Jose Santa Rosa Napa Petaluma Hillview Oakland SFO San Carlos Half Moon Bay Burbank Van Nuys LAX Santa Ana Hawthorne Torrance Whiteman Santa Monica Woodley Fullerton Long Beach San Gabriel La Verne Ontario Riverside Mecham Arlington Municipal Dallas Executive DFW Sycamore Grand Prairie Northwest Regional Alliance Love Field Mesquite McKinney Addison North Palm Beach Ft. Lauderdale Executive Palm Beach Int’l Lantana Boca Raton Pompano Beach FLL Opa - Locka MIA Miami Executive 90% of the U.S. population lives less than 30 minutes from an underutilized regional airport Setting the foundation for a new type of mobility that traditional commercial aviation is unable to accommodate. NEW YORK JFK Morristown Stewart White Plains Teterboro Farmingdale Islip La Guardia Grabeski Newark Seaport Linden

© 2 0 2 2 SURF AIR MOBILITY A leadership team with deep industry experience creating a market - responsive, environmentally - conscious, and cost - efficient short - haul mobility ecosystem WAYNE RANCOURT CARY BERGER JORI JOHNS HUDSON ANDREWS JOSH LOWTON JAMI E STRECKER KEN BI ELER ADAM GREEN Capital Markets General Counsel VP of Customer Experience VP of Marketing VP of Sales Head of Business Development VP of Technical Operations VP of Network Planning 12 SULLIVAN & TRIGGS, LLP STEPHEN VOGEL CARL ALBERT SUDHI N SHAHANI LI AM FAYED STAN LI TTLE DEANNA WHI TE I DO GRUBERGER FRED REI D Chairman & CEO Tuscan Holdings Chairman Co - founder & CEO Co - founder & Chief Brand Officer CEO Southern Airways Chief Financial Officer Chief Strategy Officer Head of Commercialization & Electrification

© 2 0 2 2 SURF AIR MOBILITY World class team of advisors with expertise in brand building, customer service, aviation and industrials 13 JONATHAN MI LDENHALL DR. KARL - THOMAS NEUMANN ALEXANDER SCHLAUBI TZ SI MON TALLI NG - SMI TH Founder CEO 21st Century Brand, Former CMO Airbnb Former CEO Continental / VW China / GM Europe Former CEO DDB Germany / VP Marketing Lufthansa Former CCO of Qatar Airlines / EVP Americas British Airways / President TravelZoo DR. DAVI D AGUS MATTHEW ANDERSON ARI ANNA HUFFI NGTON EDWARD MADY Founding Director & CEO Ellison Institute / Co - founder Sensei Former ROKU CMO Founder & CEO Thrive Global / Founder Huffington Post Former Area GM Dorchester Collection / Ritz - Carlton

51% 11% 38% Scheduled service 3 revenue On - demand 4 revenue (bookings) Essential Air Service 2 (EAS) revenue 2021 Revenue Mix Revenue % Long term 1 government EAS 2 contracts provide a recurring, stable source of revenue and cash flow Growing software - enabled on - demand air - mobility service Robust and diverse revenue base Scheduled service with ~180 daily departures across multiple markets 14 © 2 0 2 2 SURF AIR MOBILITY 1. Essential Air Service (EAS) contracts terms range from 2 to 4 years 2. Essential Air Service is a U.S. government program which subsidizes commercial air service to remote communities 3. Scheduled service includes ticket revenue, baggage fees and other ancillaries 4. Private air service for hire provided by Surf Air and others 2021 revenue mix shown is pro - forma Surf Air and Southern Airways The Company's 2021 financials are unaudited and not prepared in accordance with PCAOB audit standards.

© 2 0 2 2 SURF AIR MOBILITY A demonstrated track record of revenue growth with earnouts in place to incentivize future growth 2020 2021 2022E 2023E 2024E Future Performance Projected growth rate driven by investments in network expansion, growth marketing and enabling technology ~46% YoY growth rate 15 Certain information on this slide is based on management projections as of the date of this presentation. Management projections reflect s ignificant assumptions and judgments of the management of Surf Air Mobility concerning anticipated results. Please see "Forw ard - Looking Statements" on slide 2 of this presentation. Chart represents combined results and projections from Surf Air and Southern Airways. Revenue shown i s pro - forma Surf Air and Southern Airways for 2020, 2021 and 2022 The Company’s 2020 and 2021 financials are unaudited and not prepared in accordance with PCAOB audit standards. 1. Earnouts apply to SAM management, existing Surf Air and Southern Airways shareholders and SPAC promoter 2. Management estimate taking into account Surf Air and Southern YTD 2022 revenue $ $ $ 103M Annual earnouts 1 tied to achieving ~100% YoY growth in 2023 and 2024 46M unaudited 67M unaudited ~54% 2 YoY projected growth rate

© 2 0 2 2 SURF AIR MOBILITY 16 © 2 0 2 2 SURF AIR MOBILITY And now, we are introducing the world to green flying

© 2 0 2 2 SURF AIR MOBILITY 1. Electrified powertrains fully or partially driven by electric energy, e.g. fully - battery electric or hybrid - electric, etc. 17 We are developing electrified 1 powertrains to decarbonize the turboprop category Creating hybrid electric propulsion for certified airframes provides us the fastest path to enable mass adoption . There are over 15 , 000 existing turboprop aircraft worldwide today with the potential to upgrade to our proprietary technology . — not sacrifice aircraft performance — will be priced approximately the same as current engine overhauls occurring normally every ~3 years — not require charging stations enabling hybrid aircraft to fly into any airport Our hybrid electric powertrains will:

© 2 0 2 2 SURF AIR MOBILITY 18 emissions / fuel reduction 1 operating cost 2 reduction 50 % 25 % emissions / fuel reduction 1 operating cost 2 reduction 100 % 50+ % Introducing EP1 Cessna Grand Caravan Substantially reducing the cost of operation of the Cessna Grand Caravan can turn this vehicle into a mass transportation platform. Up to With over 20M flight hours logged and over 2,800 aircraft delivered, the Caravan is used across passenger, cargo, and military applications, making it one of the most prolific turboprop aircraft. 1. Estimated compared to baseline combustion Caravan 2. Estimated compared to baseline combustion Caravan fuel and engine maintenance cost © 2 0 2 2 SURF AIR MOBILITY The Electrified Cessna Grand Caravan Our electrified powertrains will be first integrated on one of the world’s most popular turboprop aircraft Powertrains in development Up to EP1 Hybrid EP1 Electric

© 2 0 2 2 SURF AIR MOBILITY 19 SAM’s approach to electrification Certifying 1 our electrified powertrains to replace combustion motors in established, popular aircraft, through Supplemental Type Certification (STC 2 ) The STC process provides the quickest path to electrification by removing the complexity of certifying a new airframe Our STCs are based on proprietary application of state - of - the - art technology and provide a deep moat, governed by the FAA Software based integration in our electrified powertrains creates a closed ecosystem with SaaS - like recurring revenue streams 1. Surf Air Mobility will work with third - party contractors, including AeroTEC and MagniX 2. Supplemental Type Certificate: a national aviation authority approved major modification to an existing type - certified aircraft Image presents an i llustrative configuration of the EP1 aircraft

© 2 0 2 2 SURF AIR MOBILITY 20 © 2 0 2 2 SURF AIR MOBILITY Key component supplier of electric aviation motors Premier aircraft certification and engineering team — Tier - 1 aerospace supplier to top OEMs — 100+ successfully certified STCs — Flew the first experimental fully electric Caravan — Longstanding and successful relationship with the FAA Key partnerships with industry leaders will accelerate our path to commercialization

© 2 0 2 2 SURF AIR MOBILITY © 2 0 2 2 SURF AIR MOBILITY Deploy proprietary green propulsion technology • Build global connected aircraft support infrastructure • Begin international footprint expansion • Certify fully electric Caravan Enable electrification at scale • All scheduled flights on electrified aircraft • Partner with other OEMs to deploy clean sheet design electrified aircraft • Potential category leader of electrified aviation Phase 3 Fully electric Phase 2 Hybrid + SAF Phase 1 • Certify hybrid electric Caravan Set the foundation of the green flying ecosystem • Expand US network footprint • Onboard operators and fleets to platform Combustion + Sustainable Aviation Fuel 21 Green flying: multi - phased approach Medium - term Long - term Certain information on this slide is based on management projections as of the date of this presentation. Management projecti ons reflect significant assumptions and judgments of the management of Surf Air Mobility concerning anticipated results. Please see "Forward - Looking Statements" on slide 2 of this presentation. Maximum impact at every step of aviation’s energy transition Near - term

© 2 0 2 2 SURF AIR MOBILITY 22 We are joining forces with the world’s largest private aviation terminal operator to rapidly expand the footprint of our green flying solutions Replicate the Surf Air flying experience at mass scale Increase access to sustainable aviation fuel by bringing it to new airports Create the technology for the eventual rollout of electrified aircraft charging stations The world’s largest private aviation terminal operator +

© 2 0 2 2 SURF AIR MOBILITY 23 Diversified current and future revenue streams © 2 0 2 2 SURF AIR MOBILITY Electrified Powertrain Sales 2 Powertrain - as - a - Service, for new aircraft and upgrades of existing Scheduled Flights Flights operated by SAM and partners On - Demand Flights Digital marketplace driven on - demand charter Gov’t & Corporate 1 Contracts Scheduled air - service contracts B2C B2B 1. SAM potential future revenue stream from corporate ‘air - shuttle’ agreements modeled similarly to Southern Airways’ EAS contracts 2. SAM potential future revenue streams based on the sales and leasing of electrified powertrain and associated aircraft Electrified Aircraft Leasing 2 Aircraft - as - a - Service, new and used green aircraft

© 2 0 2 2 SURF AIR MOBILITY 24 We are building the software and hardware that is expected to power green flying Green aircraft with predictive maintenance programs Connected aircraft Powertrain - as - a - Service Electrified, connected aircraft and powertrains Software - as - a - Service Software for distribution and operation of green flights

© 2 0 2 2 SURF AIR MOBILITY © 2 0 2 2 SURF AIR MOBILITY — We are designing our system to be cost comparable to a regulator mandated aircraft engine overhaul, making the economic decision an easy one 25 SAM’s electrified powertrains will create long - term recurring revenue streams Expected recurring revenue over 18+ year product lifetime — Each powertrain is expected to create one - time revenue at sale and recurring revenue streams as it is being used by the operator One - time revenue at sale — SAM’s powertrains are being designed to be installed into newly built aircraft and used to upgrade existing ones Management Estimates

© 2 0 2 2 SURF AIR MOBILITY 26 Surf Air Mobility is uniquely positioned to deliver long term value leveraging existing infrastructure and technology Mass market: B2C and B2B Premium, affluent market Targets hybrids in marketplace 2025E L O W Infrastructure - independent hybrid 1 st generation Large investment required in H2 infra. ~5,000 US airports & ~15,000 eligibleaircraft Focus on Shorter haul Urban Air Mobility L O W L O W S M A L L H I G H H I G H H I G H L A R G E Energy infrastructure readiness Speed to electric commercial viability Airport availability Size of market (2030E) Hydrogen Fully Electric Investment in charging infra. Private Aviation eVTOL eVTOL No dedicated infrastructure today Clean - sheet all electric / eVTOL Regulatory barriers, community acceptance, and scaling of production Legacy airlines Relevant technology maturing next decade Certain information on this slide is based on management projections as of the date of this presentation. Management projections reflect significant assumptions and judgments of the management of Surf Air Mobility concerning anticipated results. Please see "Forward - Looking Statements" on slide 2 of this presentation.

© 2 0 2 2 SURF AIR MOBILITY SURF AIR MOBILITY | © 2 0 2 2 27 Win - win proposition across the value chain More destinations, lower prices, better travel experience CUSTOMERS Platform providing consumer demand aggregation and operational tools, electric aircraft, financing for scale OPERATORS Electrified powertrains for existing and future products, and commercialization platform for green aircraft AI RPORTS & I NFRASTRUCTURE Higher utilization and passenger numbers leading to increased regional economic activity OEMS SOFTWARE + HARDWARE Platform leverages third party aircraft for scale, and will create distribution channel for OEMs to deploy their electrified aircraft Near term growth plan with ~30% of revenue projected to come from long term government contracts We believe electrification will drive margin expansion of existing high growth air - mobility business and create new B2B revenue streams Anticipated first mover advantage - being early to market will allow SAMto build up its consumer base, lock down aircraft supply and create strategic pilot pipeline partnerships Focus on certified airframes and exclusive supply chain partnerships will accelerate path to electrification at scale Tailwinds from the global push to decarbonize and post - pandemic distributed workforces SOFTWARE + HARDWARE Sources: Proprietary study conducted by top - tier consultancy for SAM management; “Regi onal Air Mobility NASA 2021

© 2 0 2 2 SURF AIR MOBILITY The future of sustainable air travel, today investors@surfair.com © 2 0 2 2 SURF AIR MOBILITY

XML

Cover	Aug. 08, 2022
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 08, 2022
Entity File Number	001-38970
Entity Registrant Name	TUSCAN HOLDINGS CORP. II
Entity Central Index Key	0001773087
Entity Tax Identification Number	83-3853706
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	135 E. 57th Street
Entity Address, Address Line Two	17th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	646
Local Phone Number	948-7100
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of common stock and one-half of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one share of common stock and one-half of one redeemable warrant
Trading Symbol	THCAU
Security Exchange Name	NASDAQ
Common stock, par value $0.0001 per share
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	THCA
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Trading Symbol	THCAW
Security Exchange Name	NASDAQ