A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
asset-backed loanfinancial
A loan that is secured by specific tangible or financial assets—such as property, equipment, inventory, or receivables—that the lender can claim if the borrower fails to repay. Think of it like a mortgage or car loan: the asset lowers the lender’s risk and usually gets the borrower a lower interest rate. Investors care because these loans change the credit risk, recovery prospects in a default, and the returns on debt or securities backed by such loans.
promissory notefinancial
A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.
origination feefinancial
An origination fee is a one-time charge a lender or underwriter takes when creating a loan or credit facility, similar to a booking or service charge when arranging a deal. It matters to investors because it reduces the net amount the borrower receives, changes the effective yield or return on the loan or security, and affects comparisons between financing options—like comparing two items where one includes a hidden setup fee.
shelf registration statementregulatory
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
form s-3regulatory
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
base prospectusregulatory
A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.
prospectus supplementregulatory
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
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LOS ANGELES--(BUSINESS WIRE)--
Surf Air Mobility Inc. (NYSE: SRFM) (“Surf Air Mobility”, or the “Company”), a leading air mobility platform, announced today that it has entered into a securities purchase agreement with certain institutional investors, and led by Surf Air Mobility’s Co-Founder, for the purchase and sale of 13,318,181 shares of common stock at a purchase price of $1.10 per share in a registered direct offering. In addition, certain directors and officers of the Company have separately agreed to purchase 257,353 shares of common stock in the offering at a purchase price of $1.36 per share, the official New York Stock Exchange closing price for the common stock on April 17, 2026 (collectively, the “Offering”). The Offering is expected to close on or about April 21, 2026, subject to the satisfaction of customary closing conditions.
The gross proceeds to the Company from the Offering are expected to be approximately $15 million, before deducting financial advisor's fees and other Offering expenses payable by the Company. The Company currently intends to use the net proceeds from the Offering to accelerate the implementation of our SurfOS software and electrification initiatives and/or the repayment of existing liabilities.
Simultaneously, the Company entered into a non-dilutive $15 million promissory note backed by the equity in the Company’s aircraft. Within 90 days, the Company will pay an origination fee in the amount of $1.5 million, which shall be payable in cash or shares of the Company’s common stock at the Company’s election. Outstanding principal will bear interest at 12.5%, payable monthly in cash or shares at the Company’s election.
A.G.P./Alliance Global Partners is acting as financial advisor.
The securities offered in the Offering have been offered and sold by the Company pursuant to a “shelf” registration statement on Form S-3 (Registration No. 333-291485), including a base prospectus, previously filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2025, as amended on November 17, 2025 and declared effective by the SEC on November 19, 2025. The offering of the securities to be issued in the Offering has been made only by means of a prospectus that forms a part of the effective registration statement. A final prospectus supplement and an accompanying base prospectus relating to the Offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Surf Air Mobility
Surf Air Mobility is a Los Angeles-based air mobility platform. With its AI-enabled SurfOS™ software and electrification programs, Surf Air Mobility provides technology designed to support the modernization of air operations and the adoption of next-generation aircraft. The Company currently operates one of the largest commuter airlines in the United States by scheduled departures, which provides operational scale and real-world operating data to validate and deploy its software. Together, these capabilities position Surf Air Mobility as a leader shaping a more efficient, connected, and accessible future for aviation.
Forward-Looking Statements
This Press Release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including statements regarding the completion of the Offering, the satisfaction of customary closing conditions related to the Offering, and the receipt and the intended use of proceeds from the offering. Readers of this release should be aware of the speculative nature of forward-looking statements. These statements are based on the beliefs of Surf Air Mobility’s management as well as assumptions made by and information currently available to Surf Air Mobility and reflect Surf Air Mobility’s current views concerning future events. As such, they are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among many others: the Company’s ability to anticipate the future needs of the air mobility market; the Company’s future ability to pay contractual obligations and liquidity will depend on operating performance, cash flow and ability to secure adequate financing; the dependence on third-party partners and suppliers for the components and collaboration in the Company’s development of its advanced air mobility software platform, and any interruptions, disagreements or delays with those partners and suppliers; the inability to execute business objectives and growth strategies successfully or sustain the Company’s growth; the inability of the Company’s customers to pay for the Company’s services; the inability of the Company to obtain additional financing or access the capital markets to fund its ongoing operations on acceptable terms and conditions; the outcome of any legal proceedings that might be instituted against the Company, the risks associated with the Company’s obligations to comply with applicable laws, government regulations and rules and standards of the New York Stock Exchange; and general economic conditions. These and other risks are discussed in detail in the periodic reports that Surf Air Mobility files with the SEC, and investors are urged to review those periodic reports and Surf Air Mobility’s other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov, before making an investment decision. Surf Air Mobility assumes no obligation to update its forward-looking statements except as required by law.
