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Surf Air Mobility Signs Definitive Merger Agreement with Southern Airways Corporation

LOS ANGELES–(BUSINESS WIRE)–Surf Air Mobilitya company working to accelerate the adoption of green aviation, today announces that it has entered into a definitive agreement, subject to closing conditions and regulatory approval, which will result in a merger with Southern Airways Company, parent company of one of America’s largest commuter airlines. Southern Airways serves 39 cities in the Mid-Atlantic, Southern Gulf, Rocky Mountains, West Coast, New England, Hawaii and soon the Far Pacific. The merger will make the company the nation’s leading air mobility hub with scheduled routes and on-demand charter flights operated by Southern and other third-party operators.

The definitive agreement coincides with Surf Air Mobility’s announcement today of its intention to go public through a merger with Tuscan Holdings Corp. II, subject to satisfaction or waiver of certain closing conditions.

The merger with Southern Airways, along with its affiliate brand, Mokulele Airlines, will allow the combined companies to create a national airline platform and accelerate efforts to market hybrid electric aircraft. The ability to serve more consumers through integration with Southern, the largest passenger operator of Cessna Caravans in North America, provides Surf Air with a solid foundation to introduce its proprietary electrified powertrain technology to the market.

Surf Air Mobility intends to upgrade Southern’s current fleet of nearly 40 Cessna Grand Caravans to hybrid electric aircraft using technology developed with magniX and AeroTEC, two pioneers and market leaders in innovation and the electrification of aviation. Cessna Grand Caravans are the most prolific aircraft in their class, with more than 2,800 deliveries.

“Southern Airways sees the 50-500 mile regional routes we currently fly as the fastest and most convenient way to bring electric air travel to market. We are excited to be part of Surf Air Mobility’s mission to electrify aviation and bring sustainable innovation to market faster,” said Stan Little, President and CEO of Southern Airways, who will continue lead the airline after the merger and will serve as president of Surf Air Mobility.

“The addition of Southern Airways will allow us to bring green flight solutions to real travelers faster,” said Carl Albert, president of Surf Air Mobility. “Southern’s fleet of Cessna Caravans will be the foundation for the next generation of aircraft as we upgrade the fleet to hybrid electric powertrains. Our first generation of electrified aircraft will significantly decarbonize aviation and help mitigate the environmental impact of flight by targeting emissions reductions of up to 25% compared to conventional propulsion systems.

About Surf Air Mobility

Surf Air Mobility is a Los Angeles-based electric aviation and airline company reinventing flight through the power of electrification. The company will market electrified aircraft on a large scale to significantly reduce the cost and environmental impact of flying. The management team has deep experience and expertise in aviation, electrification and consumer technologies. Surf Air Mobility is the parent company of Surf Air Inc and has entered into a definitive merger agreement with Southern Airways Corporation. For more information visit: https://surfair.com.

About Southern Airways Corporation

Founded in 2013, Southern Airways Express is one of the largest commuter airlines in the United States. Operating a fleet of Cessna Caravans and King Air Super 200s, among other fleet types, Southern and its Hawaiian subsidiary, Mokulele Airlines, serve 39 cities with more than 240 peak day departures from hubs in Dallas/Ft. Worth, Denver, Honolulu, Kahului, Los Angeles, Memphis, Nantucket, Phoenix, Pittsburgh and Washington-Dulles. In Hawaii, Mokulele serves more airports with more flights than any other airline. Southern has interlining agreements with American Airlines, United Airlines and Alaska Airlines. For more information, visit www.iFlySouthern.com.

Additional information and where to find it

THCA intends to file with the Securities Exchange Commission (the “SEC”) a registration statement on Form S-4 together with a proxy statement containing information about the proposed transaction and the respective businesses of SAM and THCA . THCA will mail a definitive prospectus and proxy statement and other relevant materials once the SEC completes its review. THCA shareholders are urged to read the preliminary prospectus and proxy statement and any amendments thereto and the final prospectus and definitive proxy statement in connection with the solicitation of proxies for the special meeting to be held to approve the proposed transaction, as these documents will contain important information about THCA, SAM and the proposed transaction. The final prospectus and definitive proxy statement will be mailed to THCA shareholders on a record date to be determined to vote on the proposed transaction. THCA stockholders will also be able to obtain a free copy of the proxy statement, as well as other materials containing information about THCA, at no cost, at the SEC’s website (www.sec.gov) or by calling 1-800-SEC-0330. Copies of the proxy statement and other documents filed by THCA with the SEC may also be obtained, free of charge, by sending a request to: [email protected] In addition, all SEC filings can be found on THCA’s website, toscan-holdings.com. Information contained in, or accessible through, THCA’s or SAM’s website is not incorporated by reference into, and does not form part of, this press release.

Participants in the solicitation

SAM and THCA and their respective directors and officers and other officers and employees may be considered participants in the solicitation of proxies in connection with the proposed business combination. THCA stockholders and other interested persons may obtain, free of charge, more detailed information regarding THCA’s directors and officers in SPAC’s Form S-1 filed with the SEC relating to its initial public offering, which was declared effective on July 11, 2019 and in the proxy statement/prospectus relating to this transaction once filed. Information regarding persons who may, under SEC rules, be considered participants in the solicitation of proxies from THCA stockholders in connection with the proposed business combination will be included in the definitive proxy statement. /prospectus that PSPC intends to file with the SEC.

No offer or solicitation

This press release does not constitute (i) a solicitation of any proxy, consent or authorization with respect to any security or with respect to the proposed business combination between SAM and THCA, or (ii) an offer to sell or the solicitation of an offer to buy securities, or a solicitation of a vote or approval, and there will be no 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 such jurisdiction. No offer of securities will be made other than by means of a prospectus satisfying the requirements of the US Securities Act.