Surf Air Mobility Inc. entered into a letter of intent to acquire Tuscan Holdings Corp. II (NasdaqCM:THCA) in a reverse merger transaction on April 22, 2022. Surf Air Mobility Inc. entered into a definitive agreement to acquire Tuscan Holdings Corp. II for $1.3 billion in a reverse merger transaction on May 17, 2022. The LOI provided for closing consideration payable to the shareholders of Surf Air of 85,000,000 shares, based on value of $10.00 per share and assuming $15 million of debt of Surf Air at the closing. The LOI further provided for an earnout of 38,000,000 shares payable to the shareholders of Surf Air at or after the closing, based on the achievement of specified business development and/or price conditions. The transaction reflects an implied pro forma equity value of $1.42 billion, assuming full payment of earnout. In a related transaction, Surf Air Mobility Inc. agreed to acquire Southern Airways Corporation. Post deal completion, Southern and Tuscan will be wholly owned subsidiaries of Surf Air. The deal shall be financed from strategic and financial investors including iHeartMedia, and Partners For Growth, and an equity line from Global Emerging Markets, as well as from THCA's cash in trust.

The transaction is subject to, among other things, the approval by THCA's stockholders, the approval by Surf Air shareholders, satisfaction of the conditions stated in the definitive agreement and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission (the “SEC”), the receipt of certain regulatory approvals, closing of the acquisition of Southern Airways Corporation, Tuscan having at least $5 million of net tangible assets immediately prior to or upon the closing and the receipt of required approvals to publicly list the securities of the combined company. The Boards of Directors of both SAM and THCA have unanimously approved the proposed business combination, which is expected to be completed in the second half of 2022. As of October 24, 2022, the transaction is expected to close in the fourth quarter of 2022. On June 1, 2022, Tuscan Holdings received a letter from the Listing Qualifications Department of the Nasdaq Stock Market advising the Company that the Company did not comply with NASDAQ's Listing Rule 5250(c)(1) for continued listing because NASDAQ had not received the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. The transaction is expected to provide up to $467 million in gross cash proceeds to Surf Air Mobility.

EarlyBirdCapital, Inc. acted as financial advisor and due diligence provider to Tuscan. David Alan Miller and Jeffrey M. Gallant of Graubard Miller acted as legal advisor to Tuscan. C. Brophy Christensen, Tai Vivatvaraphol, Viq Shariff, Laurie Davis, Jeeho Lee and Noah Kornblith of O'Melveny & Myers LLP acted as legal advisor to Surf Air. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Tuscan. Karen Smith of Advantage Proxy, Inc acted as information agent to Tuscan. Tuscan will pay Advantage Proxy a $5,500 fee plus disbursements for such services at the closing of any proposed business combination. Graubard Miller acted as due diligence provider to Tuscan. Tuscan will pay EarlyBirdCapital a cash fee for such services upon the consummation of an initial business combination in an amount equal to $6,037,500.