Surf Air Mobility closes $14M secured debenture tranche

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.

Rhea-AI Filing Summary

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.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Senior Secured Debentures aggregate face amount: $21.6 million Initial Secured Debenture tranche: approximately $7 million Second Secured Debenture tranche: approximately $14 million +4 more

7 metrics

Senior Secured Debentures aggregate face amount $21.6 million Aggregate face amount of Senior Secured Debentures under the Secured Purchase Agreement

Initial Secured Debenture tranche approximately $7 million Initial tranche issued on June 30, 2026

Second Secured Debenture tranche approximately $14 million Remaining balance issued after conditions satisfied on August 10, 2026

Senior Secured Convertible Note 2027 $16,857,142.89 Initial aggregate principal amount of Senior Secured Convertible Note due 2027

Senior Secured Term Note 2028 $30,000,000 Initial aggregate principal amount of Senior Secured Term Note due 2028

Closing conditions deadline extensions 30 days, then 40 days, then 42 days Deadline to satisfy closing conditions under the Purchase Agreement

Closing conditions satisfaction date August 10, 2026 Date on which closing conditions for the second tranche were satisfied

Key Terms

Senior Secured Debentures, Collateral Agent, Senior Secured Convertible Note, Senior Secured Term Note, +1 more

5 terms

Senior Secured Debentures financial

"pursuant to which the Purchasers purchased certain Senior Secured Debentures, with an aggregate face amount"

A senior secured debenture is a company-issued loan note that has two protections for lenders: it ranks near the top of the payment line if the company runs into trouble (senior) and is backed by specific assets as collateral (secured). Think of it like a loan that comes with a legal claim on certain property and a promise to be paid before many other creditors; that makes it generally safer than unsecured or junior debt and influences the interest rate, credit risk, and recoveries investors can expect.

Collateral Agent financial

"Surf Air Mobility Inc. (the “Company”), an institutional collateral agent (the “Collateral Agent”) and certain"

A collateral agent is a neutral third party that holds and manages the assets pledged to secure a loan on behalf of a group of lenders, acting like the keyholder to a shared safe. If the borrower falls behind, the collateral agent enforces the lenders’ rights and coordinates who gets what, which affects how quickly and how much lenders can recover. Investors care because the agent’s role shapes recovery prospects, enforcement speed and the clarity of lenders’ claims.

Senior Secured Convertible Note financial

"holders of the Company’s Senior Secured Convertible Note due 2027 with an initial aggregate principal"

A senior secured convertible note is a loan a company takes that is backed by specific assets and has first claim on repayment ahead of other creditors, but can also be exchanged for company shares under agreed conditions. For investors it signals higher priority if the company struggles (like a mortgage holder vs a general creditor) while also creating potential stock dilution if the loan is converted into equity, affecting value and recovery prospects.

Senior Secured Term Note financial

"and the Company’s Senior Secured Term Note due 2028, with an initial aggregate principal amount"

Allonge financial

"Form of Modification Agreement and Allonge to Secured Debenture"

FAQ

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

What financing did Surf Air Mobility (SRFM) complete on August 10, 2026?

Surf Air Mobility completed conditions for issuing the remaining ~$14 million of its Senior Secured Debentures, part of a total $21.6 million secured financing, after closing conditions were satisfied on August 10, 2026.

What is the total size of Surf Air Mobility’s (SRFM) Senior Secured Debentures?

The Senior Secured Debentures have an aggregate face amount of $21.6 million. An initial ~$7 million tranche was issued June 30, 2026, with a second ~$14 million tranche following satisfaction of closing conditions.

How will Surf Air Mobility (SRFM) use proceeds from the second debenture tranche?

Surf Air Mobility states it will use the net proceeds from the approximately $14 million second tranche of Senior Secured Debentures for general working capital purposes, supporting ongoing operating and liquidity needs.

What other secured debt obligations does Surf Air Mobility (SRFM) reference?

The company references a Senior Secured Convertible Note due 2027 with an initial principal of $16,857,142.89 and a Senior Secured Term Note due 2028 with an initial principal of $30,000,000, alongside the $21.6 million debentures.

When was the initial tranche of Surf Air Mobility’s (SRFM) debentures issued?

The initial Senior Secured Debenture tranche, with an aggregate principal amount of approximately $7 million, was issued on June 30, 2026, under the Secured Purchase Agreement with institutional purchasers.

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

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Available on EDGAR 08/11/2026 - 09:02 AM Accepted by SEC EDGAR 08/11/2026 - 09:01 AM Learn about SEC filing dates

false000193622400019362242026-08-102026-08-10

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): August 10, 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

As previously disclosed in its filing on Form 8-K filed July 1, 2026, on June 30, 2026, Surf Air Mobility Inc. (the “Company”), an institutional collateral agent (the “Collateral Agent”) and certain purchaser parties thereto (the “Purchasers”) entered into a Secured Purchase Agreement (the “Purchase Agreement”), pursuant to which the Purchasers purchased certain Senior Secured Debentures, with an aggregate face amount of $21.6 million (the “Secured Debentures”). The initial Secured Debenture with an aggregate principal amount of approximately $7 million was issued on June 30, 2026 and the issuance of the remaining balance of the Secured Debentures in an amount equal to approximately $14 million was subject to the satisfaction of certain closing conditions. The Collateral Agent, Purchasers, and the holders of the Company’s Senior Secured Convertible Note due 2027 with an initial aggregate principal amount of $16,857,142.89 and the Company’s Senior Secured Term Note due 2028, with an initial aggregate principal amount of $30,000,000, initially extended the deadline to satisfy the closing conditions from thirty (30) days following the date of the Purchase Agreement to forty (40) days and then forty-two (42) days. The closing conditions were satisfied on August 10, 2026. The Company will use the net proceeds from the issuance of the second tranche for general working capital purposes.

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 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Title or Description
10.1		Form of Modification Agreement and Allonge to Secured Debenture
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: August 11, 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 26.4 KB

Other Documents

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