UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 3.01 Termination of Material Definitive Agreement.
As previously announced, on July 13, 2022, Tuscan Holdings Corp. II (the “Company”) received a notice (the “Nasdaq Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, as of July 11, 2022, the Company was not in compliance with Listing Rule IM-5101-2 (the “Rule”), which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of the registration statement filed in connection with its initial public offering. Since the Company’s registration statement became effective on July 11, 2019, it was required to complete an initial business combination by no later than July 11, 2022. The Company requested a hearing before an independent hearings panel, which request had stayed any suspension or delisting action pending the completion of the hearing and the expiration of any additional extension period granted by the Panel following the hearing. The hearings panel had granted the Company an additional extension period to complete its business combination with Surf Air Global Limited (“Surf Air”) pursuant to the Business Combination Agreement, dated May 17, 2022 (the “Merger Agreement”), among the Company, Surf Air, Surf Air Mobility Inc., a wholly-owned subsidiary of Surf Air (“Parentco”), THCA Merger Sub Inc., a wholly-owned subsidiary of Parentco, and SAGL Merger Sub Limited, a wholly-owned subsidiary of Parentco.
Also as previously announced on November 16, 2022, the Company and Surf Air mutually agreed to terminate the Merger Agreement. As a result of the termination of the Merger Agreement, Nasdaq notified the Company that the additional extension period granted by hearings panel was terminated. The Company’s shares and warrants will be suspended at the open of business on November 21, 2022. Nasdaq will file a Form 25 Notification of Delisting with the Securities Exchange Commission when all internal appeal periods have run.
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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 21, 2022 | TUSCAN HOLDINGS CORP. II | |
| By: | /s/ Stephen Vogel | |
| Stephen Vogel | ||
| Chief Executive Officer | ||
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