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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