Surf Air Mobility inks $15M LamVen promissory note

Surf Air Mobility Inc. entered into a material definitive promissory note with LamVen providing up to $15 million in funding through advances.

Rhea-AI Filing Summary

Surf Air Mobility Inc. entered into a material definitive promissory note with LamVen providing up to $15 million in funding through advances. Each 90-day period, advances are limited to $5 million, and the note matures on April 20, 2029.

The borrowing is secured by certain aircraft-related assets of the company’s subsidiaries, and the note is non-recourse to the parent company, limiting LamVen’s remedies to the borrowers. An origination fee of $1.5 million is payable, which the company may elect to pay in common stock or pre-funded warrants valued at $1.274 per share.

Outstanding principal bears interest at 12.5% per annum, payable monthly in cash, stock, or a combination, also valued at $1.274 per share when paid in equity. Equity issuance to LamVen is subject to beneficial ownership limitations, and the securities are being issued under a private placement exemption from registration.

Insights

Capital structure and credit analyst

Surf Air adds costly secured debt with equity-linked fee and interest options.

Surf Air Mobility arranged a promissory note with LamVen for up to $15 million, secured by aircraft-related assets and maturing on April 20, 2029. Advances are capped at $5 million per 90-day period, giving staged access to liquidity.

The note carries a relatively high fixed interest rate of 12.5% per year, and both the $1.5 million origination fee and ongoing interest can be paid in common stock or pre-funded warrants valued at $1.274 per share. This structure introduces potential equity dilution alongside higher-cost secured borrowing.

The obligation is non-recourse to the parent company, so LamVen’s remedies are limited to the borrowers and their aircraft collateral, which may help contain downside for the parent. Actual impact on shareholders will depend on how much of the facility is drawn and the extent to which the company chooses equity instead of cash for fees and interest.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Maximum principal amount: $15 million Advance limit per period: $5 million Interest rate: 12.5% per annum +3 more

6 metrics

Maximum principal amount $15 million Aggregate principal under LamVen promissory note

Advance limit per period $5 million Cap on advances in each consecutive 90-day period

Interest rate 12.5% per annum Interest on outstanding principal under the note

Origination fee $1.5 million Fee payable after initial advance or July 19, 2026

Equity valuation reference $1.274 per share Value used for stock or warrant payments of fee and interest

Maturity date April 20, 2029 Repayment date of LamVen promissory note

Key Terms

Material Definitive Agreement, promissory note, security interest, Collateral, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement Promissory Note"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

promissory note financial

"entered into a promissory note with LamVen (the “Note”)"

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.

security interest financial

"obligations under the Note are subject to a security interest on certain aircraft assets"

A security interest is a legal claim a lender or creditor holds on a borrower's asset as collateral to secure repayment; if the borrower fails to pay, the creditor can seize or sell that asset to recover money owed. Think of it like a pawnshop tag on an item that gives the pawnbroker the right to sell it if the loan isn't repaid. For investors, security interests matter because they change how safely lenders and bondholders can recover funds and affect the hierarchy of claims if a company faces financial trouble.

Collateral financial

"including airframes, engines, propellers, helicopters, and aircraft records relating thereto, subject to certain exceptions (the “Collateral”)"

Collateral is an asset a borrower pledges to a lender as security for a loan; if the borrower fails to repay, the lender can take the asset to recover losses. For investors, collateral matters because it reduces lender risk, influences interest rates and loan terms, and determines who gets paid first if a company faces financial trouble—think of it like a pawned item that gives the lender extra protection.

beneficial ownership limitations regulatory

"LamVen is also subject to certain beneficial ownership limitations, which may restrict"

Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.

Section 4(a)(2) of the Securities Act regulatory

"relying on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Surf Air Mobility (SRFM) secure from LamVen?

Surf Air Mobility entered a promissory note with LamVen for up to $15 million in funding. LamVen may advance funds on request, subject to a $5 million cap per consecutive 90-day period, providing staged liquidity rather than a single upfront draw.

What are the key terms of Surf Air Mobility’s LamVen promissory note?

The LamVen note has a maximum principal of $15 million, a 12.5% annual interest rate, and a maturity date of April 20, 2029. Advances are limited to $5 million per 90-day period, and obligations are secured by specified aircraft-related collateral.

How can Surf Air Mobility (SRFM) pay fees and interest on the LamVen note?

Surf Air may pay the $1.5 million origination fee and ongoing interest in cash, common stock, pre-funded warrants, or a combination. When paid in equity, amounts are valued at $1.274 per share, the five-day average closing price ended April 17, 2026.

Is the LamVen promissory note recourse to Surf Air Mobility Inc.?

The note is non-recourse to Surf Air Mobility Inc. LamVen’s sole remedy for any breach or default is limited to exercising remedies against the borrower subsidiaries and their aircraft-related collateral, rather than pursuing the parent company generally.

How are Surf Air Mobility’s securities under the LamVen note being issued?

The note and any shares of common stock issuable under it are unregistered under the Securities Act. Surf Air Mobility is relying on the private placement exemption in Section 4(a)(2) for their offer and sale, and the securities may not be publicly offered without registration or an applicable exemption.

What equity-related limitations apply to LamVen under the Surf Air Mobility note?

LamVen is subject to beneficial ownership limitations, which can restrict how much the company satisfies its obligations using common stock. These limits may constrain equity payments for the origination fee and interest, affecting how often Surf Air uses stock instead of cash.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/24/2026 - 05:20 PM EDT Learn about SEC filing dates

0001936224false00019362242026-04-202026-04-20

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): April 20, 2026

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

Promissory Note

On April 20, 2026, the Company and two of its subsidiaries (such subsidiaries, the "Borrowers") entered into a promissory note with LamVen (the “Note”) in an aggregate principal amount of up to $15 million (the “Maximum Principal Amount”). Lender will advance funds (each, an "Advance") on request of the Company or any of the Borrowers; provided such Advances (i) may not exceed $5 million in each consecutive 90-day period commencing on April 20, 2026 and (ii) all Advances under the Note may not exceed the Maximum Principal Amount. The Borrowers' obligations under the Note are subject to a security interest on certain aircraft assets of Borrowers and their subsidiaries that may become party to the Note (collectively, the “Grantors”), including airframes, engines, propellers, helicopters, and aircraft records relating thereto, subject to certain exceptions (the “Collateral”). In addition to the security interest, the Company and its subsidiaries agree not to create, incur, or suffer to exist any lien, security interest, or encumbrance on the Collateral, subject to certain limitations. The maturity date of the Note is April 20, 2029. The Note is non-recourse to the Company, and LamVen’s sole remedy for any breach or default is limited to exercise of remedies against the Borrowers.

Upon the later of (i) July 19, 2026 and (ii) the date of an initial Advance under the Note, the Borrowers will pay an origination fee in the amount of $1.5 million. The Company may elect to satisfy such origination fee, in whole or in part, in shares of the Company's Common Stock (or pre-funded warrants in lieu thereof), valued at $1.274 per share, the average closing price for the five trading day period ended April 17, 2026. Outstanding principal will bear interest at a rate of 12.5% per annum, payable monthly in cash, shares of the Company’s Common Stock (or pre-funded warrants in lieu thereof), or both, at the Company's election. Interest payments in Common Stock will be valued at $1.274 per share. LamVen is also subject to certain beneficial ownership limitations, which may restrict the Company’s decision to satisfy any of the foregoing with shares of its Common Stock.

The foregoing descriptions of the Note are qualified in their entirety by reference to the full text of the form of the Note, copies of which are filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information disclosed in Item 1.01 of this Current Report on Form 8-K regarding the Note is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information disclosed in Item 1.01 of this Current Report on Form 8-K regarding the Note and the shares of Common Stock issuable under the Note is incorporated herein by reference. The Note and the shares of Common Stock issuable under the Note have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company is relying on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act for the offer and sale of such securities.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Exhibit Title or Description
10.1		Form of Promissory Note
104		Cover Page Interactive Data File (embedded within the Inline XBRL)

1

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: April 24, 2026	By:	/s/ Deanna White
	Name:	Deanna White
	Title:	Chief Executive Officer

2

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 105.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 60.1 KB