Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed, on
On
The Loan will not bear any interest and will be repayable by the Company to the sponsor upon consummation of an initial business combination. The Loan will be forgiven if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Company's trust account. The Loan will be subject to customary events of default, including upon the failure to make payments when due and upon the occurrence of bankruptcy proceedings or similar events.
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.
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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
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.
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In connection with the proposed transaction between Tuscan and the Surf
Entities, Parentco will file with the
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
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
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