Tuscan Holdings II and Surf Air Mobility, a regional air travel company, announced today that they have terminated their previously announced agreement and plan of merger, effective immediately, by mutual agreement. The termination was approved by both companies’ boards.
No reason was given in the press release for calling off the deal, which had been expected to fetch up to $467 million for Surf Air when the merger was announced in May at a $1.42 billion valuation. However, Surf Air has since filed confidentially for a drect listing.
Tuscan II in a subsequent 8-K filing disclosed that if Surf Air completes a direct listing, IPO, a SPAC transaction or a sale by Nov. 14, 2025, Surf Air will issue to Tuscan 600,000 shares of stock (or an equivalent number of shares of common equity). In addition, to reimburse Tuscan’s expenses, Surf Air will either issue Tuscan an additional 35,000 shares or pay the SPAC $700,000 in cash.
The termination agreement obligates Surf Air to file a registration statement covering the sale of the shares with the SEC. The termination of the merger agreement became effective upon Surf Air’s confidential submission on Nov. 15 of a draft registration statement with the SEC in connection with a direct listing. Read more.
