[8-K] Surf Air Mobility Inc. Reports Material Event

Rhea-AI Filing Summary

Surf Air Mobility (NYSE:SRFM) executed a registered direct offering, selling 10,800,002 common shares at $2.50 and issuing 926,668 pre-funded warrants at $2.4999, generating $27 million gross proceeds. The deal closed on June 26 2025 and lifts total shares outstanding to 34,404,745 (ex-warrants). H.C. Wainwright earned a 7% cash fee and 540,000 five-year warrants at $3.125. A 60-day lock-up limits further equity sales. The securities were issued under the March 2025 Form S-3 shelf; a prospectus supplement was filed the same day.

The cash bolsters liquidity but introduces dilution and warrant overhang.

Positive

• $27 million gross proceeds enhance liquidity without incurring debt
• 60-day lock-up restricts additional equity issuance until late August 2025

Negative

• Issuance of 10.8 million new shares lifts share count to 34.4 million, ~31% dilution
• 540,000 placement-agent warrants and 7% cash fee add cost and potential overhang

Insights

Capital Markets Analyst

TL;DR: $27 M cash boost offsets sizeable dilution; near-term pressure, liquidity improved.

The shelf was tapped quickly, accepting a 7% fee and sub-market pricing to secure $27 million. New shares equal roughly 31% of post-deal shares—material dilution that may weigh on valuation. Still, fresh cash funds operations without debt and the 60-day lock-up curbs immediate follow-on issuance. Warrant strike at $3.125 sits 25% above deal price, limiting instant in-the-money risk. Impact hinges on capital deployment.

Portfolio Manager

TL;DR: Dilution and warrant overhang make the event net-negative for holders.

Adding 10.8 million shares plus potential warrant conversion expands float and suppresses EPS leverage. Cash raised is modest relative to dilution, suggesting limited financing alternatives. The short lock-up and 540,000 placement-agent warrants prolong overhang. Unless proceeds quickly drive growth, shareholder value erodes.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 25, 2025

SURF AIR MOBILITY INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41759		36-5025592
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12111 S. Crenshaw Blvd.

Hawthorne, CA 90250

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (424) 332-5480

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:		Trading Symbol(s)		Name of Each Exchange on Which Registered:
Common stock, par value $0.0001 per share		SRFM		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement

Registered Direct Offering

On June 25, 2025, Surf Air Mobility, Inc. (the “Company”) entered into a securities purchase agreement with certain investors (the “Purchase Agreement”) relating to the offering and sale in a registered direct offering (the “Offering”) of an aggregate of 10,800,002 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at an offering price of $2.50, including pre-funded warrants to purchase up to 926,668 shares of Common Stock (the “Pre-Funded Warrants”), at an offering price of $2.4999. The Offering closed on June 26, 2025 (the “Closing Date”).

The Company received gross proceeds from the Offering of approximately $27 million before deducting placement agent fees and estimated Offering expenses. Without giving effect to the exercise of any portion of the Pre-Funded Warrants, as of June 26, 2025, the Company had 34,404,745 shares of Common Stock outstanding.

The Shares and Pre-Funded Warrants are being offered and sold to the public pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-284845) initially filed with the Securities and Exchange Commission (the “Commission”) on March 21, 2025 and declared effective on March 26, 2025. A prospectus supplement relating to the Offering was filed with the Commission on June 26, 2025 (the “Prospectus Supplement”).

We also issued warrants (the “Placement Agent Warrants”) to purchase up to 540,000 shares of Common Stock to H.C. Wainwright & Co., LLC (the “Placement Agent”) (including its designees). The Placement Agent Warrants have an exercise price equal to $3.125 per share and are exercisable for five years from the commencement of sales in the Offerings. The shares of our Common Stock issuable upon the exercise of the Placement Agent Warrants were also registered pursuant to the Prospectus Supplement.

Pursuant to an engagement letter dated as of March 18, 2025, between the Company and H.C. Wainwright & Co., LLC (the “Placement Agent”), as amended on June 25, 2025, the Company agreed to pay the Placement Agent a total cash fee equal to 7.0% of the aggregate gross proceeds from the Offering. The Company also agreed to issue to the Placement Agent or its designees warrants to purchase an aggregate of 540,000 shares of Common Stock at an exercise price of $3.125 per share, and to pay the Placement Agent up to $50,000 of legal counsel and $15,950 for other out-of-pocket and clearing expenses. The Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing. In addition, until 60 days after the Closing Date (the “Restricted Period”), the Company has agreed not to offer, sell, contract to sell, hypothecate, pledge, otherwise dispose of, or enter into a transaction which might result in the disposition of any shares of Common Stock of the Company or securities convertible, exchangeable or exercisable into, shares of Common Stock of the Company. The Company agreed to indemnify the Placement Agent against certain liabilities relating to or arising out of the Placement Agent’s activities under the engagement letter and to contribute to payments that the Placement Agent may be required to make in respect of such liabilities.

The foregoing descriptions the Purchase Agreement, Pre-Funded Warrants and Placement Agent Warrants are qualified in their entirety by reference to the full text of the forms of Securities Purchase Agreement, Pre-Funded Warrant and Placement Agent Warrant, copies of which are filed as Exhibits 10.1, 10.2, 10.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

The Company notes that the representations, warranties and covenants made by the Company in any agreement that is filed as an exhibit to any document that is incorporated by reference in the Prospectus Supplement or the accompanying base prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to or in favor of any stockholder or potential stockholder of the Company other than the parties thereto. In addition, the assertions embodied in any representations, warranties and covenants contained in such agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to security holders generally. Moreover, such representations, warranties or covenants were accurate only as of the date when made, except where expressly stated otherwise. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of the Company’s affairs at any time.

The Prospectus Supplement relating to the Offering was filed with the Commission and is available on the Commission’s web site at http://www.sec.gov. Copies of the Prospectus Supplement may also be obtained from the web site maintained by the Placement Agent, and the Placement Agent may distribute the Prospectus Supplement electronically.

An opinion of Gibson, Dunn & Crutcher LLP regarding the validity of the Shares and the shares issuable pursuant to the Pre-Funded Warrants is filed as Exhibit 5.1.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which this offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Exhibit Title or Description

5.1		Opinion of Gibson, Dunn & Crutcher LLP
10.1		Form of Securities Purchase Agreement
10.2		Form of Pre-Funded Warrant
10.3		Form of Placement Agent Warrant
23.1		Consent of Gibson, Dunn & Crutcher, LLP (contained in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	SURF AIR MOBILITY INC.
Date: June 26, 2025	By:	/s/ Deanna White
	Name:	Deanna White
	Title:	Chief Executive Officer

FAQ

How many shares did SRFM issue in the June 2025 registered direct offering?

The Company sold 10,800,002 common shares and issued 926,668 pre-funded warrants.

What proceeds did Surf Air Mobility (SRFM) raise from the June 2025 offering?

The offering generated approximately $27 million in gross proceeds before fees and expenses.

What is Surf Air Mobility’s total shares outstanding after the offering?

As of June 26 2025, the Company reports 34,404,745 common shares outstanding, excluding warrant exercises.

What are the terms of SRFM’s placement-agent warrants?

H.C. Wainwright received 540,000 warrants exercisable at $3.125 per share for five years.

Is there a lock-up period restricting SRFM from selling more equity?

Yes, the Company agreed to a 60-day lock-up prohibiting additional equity sales through roughly August 25 2025.

Under which registration statement were the securities offered?

The shares were issued under Form S-3 File No. 333-284845, declared effective on March 26 2025.