SURF AIR MOBILITY INC. (SRFM) SEC Filings

Surf Air Mobility Inc. reports that closing conditions under its previously disclosed Secured Purchase Agreement have now been satisfied, allowing issuance of the remaining Senior Secured Debentures. The agreement provides for an aggregate face amount of $21.6 million of Senior Secured Debentures purchased by institutional investors.

An initial Secured Debenture of approximately $7 million was issued on June 30, 2026. The second tranche of approximately $14 million became issuable after closing conditions—whose deadline was extended from 30 to 40 and then 42 days—were satisfied on August 10, 2026. Surf Air Mobility states it will use the net proceeds from this second tranche for general working capital purposes.

The filing also references existing senior secured instruments: a Senior Secured Convertible Note due 2027 with an initial aggregate principal amount of $16,857,142.89 and a Senior Secured Term Note due 2028 with an initial aggregate principal amount of $30,000,000. The completion of the second tranche creates an additional direct financial obligation under these secured financing arrangements.

Surf Air Mobility Inc. is registering the resale of up to 1,327,941 shares of common stock issuable upon exercise of outstanding Tranche A and Tranche B warrants. These include 710,294 Tranche A Warrant shares at an exercise price of $1.2555 and 617,647 Tranche B Warrant shares at $1.6740, each exercisable until June 30, 2031. All registered shares may be sold from time to time by the selling stockholders.

The company will not receive proceeds from any resale of shares, but would receive cash equal to the warrants’ exercise prices if holders exercise. Common stock outstanding was 123,644,243 shares as of August 7, 2026. The stock trades on the NYSE under “SRFM,” with a last sale price of $0.863 on August 7, 2026, and the company has received a notice of non-compliance with the NYSE’s $1.00 minimum average closing price requirement. Surf Air operates a regional air mobility platform and continues to incur losses and significant development and operating costs, with its auditor including a going‑concern explanatory paragraph in the 2025 financial statements.

Surf Air Mobility Inc. reports continued operating losses and liquidity pressure for the quarter and six months ended June 30, 2026. Total assets were $140.7 million, versus liabilities of $183.2 million, leaving a shareholders’ deficit of $42.5 million, an improvement from a $54.9 million deficit at December 31, 2025.

Revenue was $29.5 million for the quarter and $55.1 million for the first half of 2026. The company recorded a quarterly net loss of $28.1 million and a six‑month net loss of $48.4 million, with operating cash outflow of $13.4 million. Cash and restricted cash totaled $18.5 million at June 30, 2026.

Management discloses substantial doubt about the ability to continue as a going concern, citing recurring losses, negative operating cash flows, a working capital deficit and multiple defaults. Federal excise tax liabilities were $11.1 million and property taxes about $0.9 million, both in default status.

To support liquidity, the company raised $14.3 million from direct stock offerings, received $25.0 million in advances under its GEM Share Purchase Agreement and closed an initial $7.0 million tranche of senior secured debentures tied to aircraft financing, alongside complex convertible note structures and significant ongoing financing commitments.

Surf Air Mobility reported second quarter 2026 revenue of $29.5 million, at the high end of its $27–$30 million guidance, up 8% year over year and 15% sequentially. Surf On Demand private charter revenue grew 101% to $12.1 million, while scheduled service revenue declined 19% to $17.4 million as the route network was rationalized.

The company recorded a Q2 2026 net loss of $28.1 million, similar to the prior year, and an Adjusted EBITDA loss of $10.5 million, in line with guidance. Cost of revenue of $29.4 million exceeded revenue, and liabilities of $183.2 million exceeded total assets of $140.7 million, leaving shareholders’ deficit at $(42.5) million, though improved from $(54.9) million at year-end 2025.

Management highlighted transformation progress, including a first SurfOS enterprise contract with Wheels Up worth up to $12 million over three years, operational metrics such as a 98% controllable completion factor, and debt initiatives that have reduced total debt by approximately 50% over the last year. For Q3 2026, revenue is guided to $35.5–$37.5 million with an Adjusted EBITDA loss of $7–$4 million. Full-year 2026 revenue is guided to $128–$138 million (20–30% above 2025) and Adjusted EBITDA loss to $30–$25 million, which the company states is an approximate 40% improvement from prior guidance.

Surf Air Mobility Inc. held its 2026 annual stockholders’ meeting, where shareholders elected Class C directors Tyler Painter and Sudhin Shahani, ratified PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026, and approved an amendment authorizing a reverse stock split of common stock at a ratio between 2:1 and 6:1.

As of the May 26, 2026 record date, there were 100,411,448 shares of common stock outstanding. On July 24, 2026, the company received a notice from the NYSE that its average closing share price had been below $1.00 for 30 consecutive trading days, leaving it out of compliance with NYSE Section 802.01C. The shares remain listed, and Surf Air Mobility has a six‑month cure period to restore compliance by achieving a closing price and 30‑day average of at least $1.00, while indicating it intends to regain compliance organically and may, if necessary, use its newly approved reverse split authority.

Surf Air Mobility Inc. closed an exchange of its existing Senior Secured Convertible Note due 2028. A current outstanding principal balance of $46,857,142.89 was exchanged for a new Senior Secured Convertible Note due 2027 with $16,857,142.89 principal and a new Senior Secured Term Note due 2028 with $30,000,000 principal.

The company also corrected a statement in a June 26, 2026 press release about its electric aircraft demonstration program in Hawaiʻi. The press release now clarifies that Surf Air Mobility plans to be the first Part 135 operator to commercialize electric passenger flights for scheduled service and on-demand charter, rather than having already achieved that status.

Palantir Technologies Inc. reported beneficial ownership of 8,248,989 shares of Surf Air Mobility Inc. common stock as of 06/24/2026. Based on 110,994,594 shares outstanding cited in a Prospectus Supplement dated 06/26/2026, this equals 7.4% of the class.

The filing is signed by an attorney-in-fact and includes an Exhibit 24 power of attorney.

Surf Air Mobility Inc. entered into several debt financing transactions that refinance its main convertible note and add new asset-backed funding. The company is exchanging a senior secured convertible note with an outstanding principal of approximately $46.9 million for a new $16.86 million senior secured convertible note due 2027 and a new non-convertible $30 million senior secured term note due 2028.

The new convertible note carries an initial conversion rate of 896.0573 shares per $1,000 (about $1.116 per share), representing 16,186,615 shares issuable upon conversion, and allows monthly partial redemptions of up to $2 million starting August 1, 2026. The new term note begins accruing 12% interest on January 1, 2027 and matures on January 1, 2028. The company also voluntarily reduced the exercise price of existing warrants from $3.32 to $1.12 per share.

Separately, subsidiaries issued senior secured debentures with an aggregate face amount of $21.6 million, including an initial $7 million tranche used to finance Cessna Grand Caravan aircraft and a second $14 million tranche for working capital. These debentures bear 13.5% annual interest, mature on June 30, 2031, include an original issue discount of $600,000, and are secured by aircraft assets. As part of this financing, the company issued warrants for a total of 1,327,941 shares at exercise prices of $1.2555 and $1.6740, and agreed to issue up to 2,500,000 additional warrants to Park Lane in connection with a reimbursement agreement supporting letters of credit.