Surf Air Mobility Inc. SEC Filings

Surf Air Mobility Inc. is registering 3,975,901 shares of common stock issuable upon exercise of outstanding warrants.

Each warrant is exercisable at $3.32 per share and expires on the second anniversary of its November 12, 2025 issuance. If all warrants are exercised for cash, Surf Air Mobility would receive approximately $13.2 million, which it expects to use for repayment of indebtedness and general corporate purposes. Common stock outstanding was 63,223,450 shares as of November 20, 2025, so full warrant exercise would increase the share count and dilute existing holders.

The last reported NYSE price of the stock was $2.07 per share on November 21, 2025, below the warrant exercise price, and the supplement highlights that investors exercising warrants face immediate dilution because the effective offering price is substantially higher than the company’s net tangible book value per share.

Surf Air Mobility Inc. reported that on November 20, 2025 it received notice from the New York Stock Exchange that it has regained compliance with the NYSE’s quantitative continued listing standard. The NYSE confirmed that the company now meets the minimum market capitalization and stockholders’ equity requirements under Section 802.01B of the NYSE Listed Company Manual.

This cures the company’s prior non-compliance, which arose after a notice on May 20, 2024 that it had failed to maintain an average market capitalization of at least $50 million over a 30-day trading period and stockholders’ equity of at least $50 million. With this change, the company’s common stock continues to trade on the NYSE under the symbol SRFM.

Park Lane Investments, LLC reported beneficial ownership of 6,368,044 shares of Surf Air Mobility Inc. common stock, representing 9.99% of the outstanding class. This stake reflects financing transactions that closed on November 12, 2025, when Park Lane acquired 3,531,024 shares and received a warrant to purchase an additional 1,506,024 shares. The warrant includes a 9.99% ownership cap, limiting how many warrant shares can be exercised at any time. The reported ownership percentage is based on 62,593,428 Surf Air Mobility shares outstanding as of November 12, 2025, plus 1,150,757 warrant shares that were then exercisable.

Surf Air Mobility Inc. has filed an amended mixed shelf registration statement covering up to $100,000,000 of primary securities, including common stock, preferred stock, debt securities and warrants, and up to 23,990,096 shares of common stock. This includes 4,487,084 existing shares held by a selling stockholder and up to 19,503,012 shares issuable upon conversion or redemption of a new senior secured convertible note. The note has $74.0 million principal, matures in 2028, and can convert at an initial price of about $3.98 per share, with mandatory and holder‑driven redemption features that may be settled in stock. The company’s common stock trades on the NYSE under the symbol SRFM, and as of November 12, 2025 there were 62,593,428 shares outstanding.

Surf Air Mobility Inc. (SRFM) filed a mixed shelf registration allowing primary offerings of common stock, preferred stock, debt and warrants with an aggregate initial offering price of $100,000,000, and the resale of up to 23,990,096 shares of common stock. The resale includes 4,487,084 shares held by a selling stockholder and up to 19,503,012 shares issuable upon conversion of a senior secured convertible note.

The company states it will not receive proceeds from sales by the selling stockholders. On November 12, 2025, the company issued a $74.0 million senior secured convertible note in a private placement, sold at 87.8% for $65.0 million in proceeds before expenses. The note initially converts at 251.0040 shares per $1,000 (about $3.98 per share) and matures on October 31, 2028.

As context, shares outstanding were 62,593,428 as of November 12, 2025. SRFM last reported a share price of $3.04 on November 11, 2025.

Surf Air Mobility Inc. (SRFM) reported Q3 2025 results and raised substantial doubt about its ability to continue as a going concern. Revenue was $29.2 million for the quarter and $80.1 million year-to-date, while the company posted a Q3 net loss of $27.2 million and a nine‑month net loss of $73.7 million. Cash was $7.1 million at September 30, 2025, against total liabilities of $199.3 million and a shareholders’ deficit of $92.6 million.

Management disclosed defaults on certain taxes and debt obligations, including federal excise taxes of $8.9 million and property taxes of approximately $0.8 million, while noting release of prior Los Angeles County aircraft tax liens after payments of $1.0 million. To fund operations, the company received $31.4 million through issuances of common stock (or pre‑funded warrants) and drew $19.0 million under its Share Purchase Agreement with GEM, issuing 5,692,349 shares. Long‑term borrowings include $47.7 million under the Comvest Credit Agreement at SOFR + 5% due in 2028. Shares outstanding were 52,266,051 as of November 7, 2025.

Surf Air Mobility Inc. (SRFM) furnished an 8-K announcing it issued a press release with financial results for the quarter ended September 30, 2025. The press release is included as Exhibit 99.1 and, along with Item 2.02, is furnished and not deemed filed under the Exchange Act.

The company noted the furnished materials are not subject to Section 18 liabilities and will not be incorporated into other filings unless specifically referenced.

Surf Air Mobility (SRFM) entered financing agreements and closed concurrent offerings. The company sold 3,975,901 registered shares with accompanying warrants and 2,048,195 privately placed shares with accompanying warrants at $3.32 per share-and-warrant, and issued senior secured convertible notes due 2028 with $74M aggregate principal, yielding $65M in note proceeds before expenses. Total gross proceeds from the offerings were approximately $85M before estimated expenses.

Net proceeds from the registered and private equity will fund separately capitalized subsidiaries, while note proceeds will repay indebtedness under facilities with Comvest, Partners for Growth and GEM. The notes are initially convertible at $3.98 per share (251.0040 shares per $1,000), representing 18,574,297 shares, and mature on October 31, 2028. Warrants carry a $3.32 exercise price and a two‑year term. The company also issued 1,881,579 shares to Palantir as non‑cash consideration of about $6,000,000.

As of November 7, 2025, shares outstanding were 52,266,051. The note includes covenants such as a $10,000,000 minimum liquidity, a $30,000,000 ATM/equity line capacity requirement, and a $30,000,000 letter of credit backstop. The company highlighted potential funding uncertainty in the federal Essential Air Service program after November 18, 2025.

Surf Air Mobility (SRFM) launched a registered direct offering of 3,975,901 common shares at $3.32 per share with accompanying warrants to purchase up to 3,975,901 shares, and is registering the issuance of 1,000,000 shares to Palantir as consideration for services. The warrants are immediately exercisable at $3.32, expire in two years, and start as cashless exercise. The company concurrently arranged exempt offerings of 2,048,195 shares with private placement warrants and senior secured convertible notes due 2028 with $74.0 million principal (sold at 87.8%).

Estimated net proceeds are about $10 million from the registered direct offering, $58.8 million from the notes, and $10 million from the concurrent private placement, with approximately $6.2 million in total offering expenses. The company plans to fund separately capitalized subsidiaries and repay debt, including approximately $50.6 million on a credit agreement, $8.0 million on a convertible note, and $0.5 million on a mandatory convertible security. No cash proceeds are received from the Palantir share issuance.

The notes initially convert at 251.0040 shares per $1,000 principal (about $3.984 per share) and mature on October 31, 2028. Closings for the registered direct and concurrent offerings are contingent on each other. Shares outstanding were 52,266,051 as of November 7, 2025; the company projects 59,290,147 after these transactions, excluding warrant exercises and note conversions.