Surf Air Mobility Inc. filings document material events, operating results, financing transactions, governance updates, and listing-status disclosures for a regional air mobility and aviation-technology company. Recent Form 8-K reports furnish quarterly and annual financial results, guidance, and updates related to the company’s scheduled airline, charter, SurfOS software, and electrification activities.
The company’s regulatory disclosures also cover securities purchase agreements, registered direct offerings under a shelf registration statement, private placements of common stock and warrants, senior secured convertible notes, and promissory note arrangements secured by aircraft-related collateral. Other filings address share issuances tied to software-license arrangements, board appointments and compensation matters, and NYSE continued-listing compliance.
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.
Surf Air Mobility (SRFM) launched a preliminary registered direct offering of common stock with accompanying warrants. The warrants are exercisable immediately, carry a two-year term, and are initially cashless, with potential cash exercise if conditions are met. The company also plans to issue common stock to Palantir as consideration under an existing license agreement and expects to deliver up to 900,000 additional shares on an unregistered basis on November 12, 2025, representing a total payment of approximately $6,000,000.
Concurrently, SRFM arranged exempt offerings: a private placement of common stock and warrants and senior secured convertible notes due 2028 with $74.0 million principal, sold at 87.8% for $65 million before expenses. The company estimates net proceeds of about $58.8 million from the notes. Each of the registered direct and concurrent offerings is contingent on the others, but neither is contingent on the Palantir issuance.
Proceeds are earmarked to fund subsidiaries and repay debt: approximately $50.6 million under a Comvest credit agreement, $8.0 million under a PFG convertible note, and $0.5 million under a GEM mandatory convertible security. A $30,000,000 standby letter of credit will backstop the notes; Park Lane will receive 2,025,000 shares as consideration. As context, shares outstanding were 52,266,051 as of November 7, 2025, and the NYSE last sale price was $3.32 per share on that date.
Surf Air Mobility Inc. (SRFM) issued preliminary, unaudited results for the quarter ended September 30, 2025. Revenue is expected to exceed the prior guidance range of $27 million to $28.5 million, while Adjusted EBITDA is expected to be within the prior guidance range of $(10) million to $(8.5) million.
The company plans to release complete financial results and host a conference call on November 12, 2025. Management noted these figures may change as the financial reporting process concludes, and a reconciliation of Adjusted EBITDA to net income (loss) will be provided with the full results.
Surf Air Mobility (SRFM) Form 4: Director Shawn Pelsinger reported equity awards on 10/08/2025. Two grants were recorded: 46,667 and 16,685 restricted stock units (RSUs), shown as common stock acquisitions at $0 per unit. Following these transactions, the filing lists 63,352 shares beneficially owned.
Vesting terms: the 46,667 RSUs vest in full on the first anniversary of the grant date, subject to continued service. The 16,685 RSUs vest in full on the first to occur of June 26, 2026 or the day immediately preceding the first annual meeting of stockholders after the grant date, also subject to continued service.
Surf Air Mobility Inc. (SRFM) filed a Form 3 initial statement for a reporting person serving as a Director, stating no securities are beneficially owned.
The date of the event requiring the statement was 10/08/2025. The filing was executed by /s/ Douglas Sugimoto as attorney-in-fact for Shawn Pelsinger, with an accompanying Exhibit 24.1 Power of Attorney, and was signed on 10/20/2025.
Surf Air Mobility Inc. appointed Shawn Pelsinger as a Class A director on its Board of Directors, effective October 8, 2025. He currently serves as Chief Legal Officer and Chief Administrative Officer of Acrisure, a global fintech provider of insurance, reinsurance, payroll, benefits, cybersecurity, and real estate services.
Pelsinger previously spent about ten years at Palantir Technologies, where he served as Global Head of Corporate Development & Senior Counsel and helped establish the strategic relationship between Surf Air Mobility and Palantir in 2021. He also sits on the boards of Palantir Technologies Japan, K.K. and Palantir, Korea, LLC.
Under the Company’s Director Compensation Policy, Pelsinger will receive an initial equity grant of restricted stock units with a target grant date fair value of $231,000 under the Amended and Restated 2023 Equity Incentive Plan, vesting on the one-year anniversary of the grant date, subject to his continued service. He has signed the same form of indemnification agreement used for other directors and has not yet been appointed to any Board committees.
Reporting person: Palantir Technologies Inc. filed a Form 4 regarding its holdings in Surf Air Mobility Inc. (SRFM). The filing states that as of September 8, 2025 the issuer had 44,789,644 shares outstanding and, due to an increase in outstanding shares, the reporting person now beneficially owns 4,461,564 shares. Because this holding represents less than 10% of outstanding shares, the reporting person is no longer subject to Section 16 reporting requirements for transactions on or after that date.
Palantir Technologies Inc. reported beneficial ownership of 4,461,564 shares of Surf Air Mobility Inc. common stock, representing 9.9% of the outstanding class as of September 8, 2025. The percentage is calculated using 44,789,644 shares outstanding provided by the issuer. The filing states the shares were not acquired to change or influence control of the issuer and are held with sole voting and dispositive power by Palantir. The statement is signed by an attorney‑in‑fact for Palantir on September 9, 2025.