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: ~~November~~December 1819, 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 3 8.01 Other ~~Termination of Material Definitive Agreement~~Events.

As previously ~~announced~~disclosed, ~~on July 13, 2022,~~ Tuscan Holdings Corp. II (the “Company”) ~~received~~has acommenced ~~notice (~~the ~~“Nasdaq~~process ~~Notice”) from the Listing Qualifications Department~~ of ~~The~~dissolving ~~Nasdaq~~and ~~Stock~~liquidating in ~~Market~~accordance ~~LLC~~with ~~(“Nasdaq”) stating that, as of July 11, 2022,~~ the Company’s ~~was~~amended ~~not~~and inrestated ~~compliance~~certificate ~~with~~of ~~Listing~~incorporation ~~Rule IM-5101-2~~ (~~the~~ “~~Rule~~Charter”),. ~~which~~In ~~requires that a special purpose acquisition~~accordance ~~company~~with ~~complete~~the ~~one~~Charter, orall ~~more~~outstanding ~~business~~shares ~~combinations within 36 months~~ of the ~~effectiveness~~Company’s ofcommon ~~the~~stock ~~registration~~that ~~statement~~were ~~filed~~included in ~~connection with~~the ~~its~~units ~~initial~~sold ~~public~~in ~~offering. Since~~ the Company’s ~~registration statement became effective on July 11, 2019, it was required~~ ~~to complete an~~ initial ~~business~~public ~~combination~~offering 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~~Public ~~Agreement~~Shares”), ~~among~~will ~~the~~be ~~Company,~~redeemed ~~Surf Air,~~at ~~Surf~~a ~~Air~~per ~~Mobility~~share ~~Inc.,~~redemption aprice ~~wholly-owned subsidiary~~ of ~~Surf~~approximately ~~Air (“Parentco”), THCA Merger Sub Inc~~$10.~~, a wholly-owned subsidiary~~498 ofper ~~Parentco,~~Public ~~and SAGL Merger Sub Limited, a wholly-owned subsidiary of Parentco~~Share.

~~Also~~The Company’s assponsor previously ~~announced~~indicated ~~on November~~that ~~16,~~it ~~2022,~~did not intend to deposit the ~~Company~~necessary ~~and~~funds ~~Surf~~to ~~Air~~its ~~mutually~~trust ~~agreed~~account to ~~terminate~~extend the time ~~Merger~~to ~~Agreement.~~consummate As a ~~result~~business combination through the month of December 2022 (the ~~termination~~final month of the ~~Merger~~previously obtained extension of ~~Agreement,~~time ~~Nasdaq~~to ~~notified~~consummate such a business combination). Therefore, the Company commenced the liquidation of its trust account on November 30, 2022 and expects that the ~~additional~~redemption ~~extension~~of ~~period~~the ~~granted~~Public byShares ~~hearings~~will ~~panel~~occur ~~was~~on ~~terminated~~or about December 23, 2022. As of the close of business on such date, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption payments. The Company’s ~~shares~~officers, directors and ~~warrants~~other ~~will~~stockholders bewho ~~suspended~~hold atshares of the ~~open~~Company’s ofcommon ~~business~~stock on(the ~~November~~“Founder ~~21,~~Shares”) issued ~~2022.~~prior ~~Nasdaq~~to ~~will~~the ~~file~~Company’s ainitial ~~Form~~public 25offering, ~~Notification~~and the purchasers of ~~Delisting~~shares of the Company’s common stock (“Private Shares”) sold in the private placement that occurred simultaneously with the ~~Securities~~Company’s ~~Exchange~~initial ~~Commission~~public ~~when~~offering, ~~all~~will not ~~internal~~receive ~~appeal~~any ~~periods~~proceeds ~~have~~from ~~run~~the Company’s trust account with respect to the Founder Shares or Private Shares. The Company’s warrants will expire worthless.

1Record holders of Public Shares may redeem their shares by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name” will not need to take any action in order to receive the redemption payments.

~~SIGNATURE~~Forward-looking Statements.

~~Pursuant~~This Current toReport ~~the~~on ~~requirements~~Form of8-K includes “forward-looking statements” as such term is defined in the Private Securities ~~Exchange~~Litigation Reform Act of ~~1934~~1995. When used in this Current Report on Form 8-K, words such as “anticipate,” “believe,” “expect,” “intend,” and similar expressions, as they relate to the ~~registrant~~Company, ~~has~~identify ~~duly~~forward-looking ~~caused~~statements, ~~this~~although ~~report~~not all forward-looking statements include such identifying words. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by and information currently available to the Company’s management. Actual events could differ materially from those contemplated by the forward-looking statements as a result of certain factors which may not be ~~signed~~in the control of the Company. Readers are cautioned not to place undue reliance on ~~its~~any ~~behalf~~such byforward-looking statements, which speak only as of the ~~undersigned~~date ~~hereunto~~made. ~~duly~~The ~~authorized~~Company has no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof.

Dated: November 21, 2022	TUSCAN HOLDINGS CORP. II
	By:	/s/ Stephen Vogel
		Stephen Vogel
		Chief Executive Officer

2SIGNATURE

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: December 19, 2022	TUSCAN HOLDINGS CORP. II

	By:	/s/ Stephen Vogel
		Stephen Vogel
		Chief Executive Officer

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