[S-8] Surf Air Mobility Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Surf Air Mobility Inc. (Ticker: SRFM) has filed a Form S-8 to register an additional 4,575,255 shares of common stock for issuance under its Amended & Restated 2023 Equity Incentive Plan and Employee Stock Purchase Plan (ESPP).

The newly registered shares consist of:

• 3,500,000 shares approved by shareholders at the 2025 annual meeting
• 846,685 shares added via the plan’s 2025 evergreen increase
• 114,285 shares added via the ESPP’s 2025 evergreen increase
• 114,285 shares added via the ESPP’s 2024 evergreen increase

Surf Air Mobility remains a non-accelerated filer, smaller reporting company, and emerging growth company. The filing is largely administrative, incorporating prior S-8 registrations from July 26 2023 and August 14 2024 and adding required exhibits, legal opinions, and consents.

Key investment takeaway: the additional share pool supports employee retention and incentives but also introduces incremental potential dilution to existing shareholders.

Positive

• Supports talent retention and recruitment by expanding equity incentive and ESPP pools, aligning employee interests with shareholders.

Negative

• Potential dilution of up to 4.6 M shares, which could weigh on future per-share earnings and valuation metrics once issued.

Insights

Equity Compensation Analyst

TL;DR – Registers 4.6 M new plan shares; modest dilution, supports talent strategy.

The filing increases Surf Air Mobility’s equity incentive and ESPP capacity, bringing total authorised shares higher without immediate cash impact. While the move aligns compensation with shareholder interests and can aid recruitment in a competitive aerospace-mobility niche, it expands the fully diluted share count, pressuring per-share metrics once shares are issued. Given SRFM’s small-cap status as an emerging growth company, a 4.6 M share addition is material but not uncommon for early-stage firms relying on stock-based pay. No financial performance data or capital raise is involved; thus, market impact should be limited to dilution considerations.

As filed with the Securities and Exchange Commission on July 15, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Surf Air Mobility Inc.

(Exact name of registrant as specified in its charter)

Delaware		36-5025592
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Surf Air Mobility Inc.

12111 S. Crenshaw Blvd.
Hawthorne, CA 90250
(Address, including zip code, of Principal Executive Offices)

Surf Air Mobility Inc. Amended and Restated 2023 Equity Incentive Plan

Surf Air Mobility Inc. Employee Stock Purchase Plan

(Full title of the plan)

Carl Albert

Surf Air Mobility Inc.
12111 S. Crenshaw Blvd.
Hawthorne, CA 90250
(424) 332-5480

(Name, address and telephone number, including area code, of agent for service)

COPY TO:

Sean C. Feller, Esq.

Gibson, Dunn & Crutcher LLP

2000 Avenue of the Stars, Suite 1200N

Los Angeles, CA 90067-4700

Telephone: (310) 552-8500

Facsimile: (310) 551-8741

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☒		Smaller reporting company	☒
			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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Surf Air Mobility Inc. (the “Registrant”) pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 4,575,255 shares of its common stock, par value $0.0001 per share (“Common Stock”), issuable under the Surf Air Mobility Inc. Amended and Restated 2023 Equity Incentive Plan (the “2023 Plan”) and the Surf Air Mobility Inc. Employee Stock Purchase Plan (the “ESPP”), which includes (i) 846,685 shares of Common Stock added as an automatic annual increase pursuant to the evergreen provision in the 2023 Plan on January 1, 2025, (ii) 3,500,000 shares of Common Stock that were approved by the Registrant’s stockholders at the Registrant’s 2025 annual meeting of stockholders, (iii) 114,285 shares of Common Stock added as an automatic annual increase pursuant to the evergreen provision in the ESPP on January 1, 2025, and (iv) 114,285 shares of Common Stock added as an automatic annual increase pursuant to the evergreen provision in the ESPP on January 1, 2024 (collectively, the “New Shares”). The New Shares are in addition to the shares of Common Stock registered on the Registrant’s Registration Statements on Form S-8 (the “Prior Registration Statements”) previously filed with the Securities and Exchange Commission (the “Commission”) on July 26, 2023 (File No. 333-273444) with respect to the 2023 Plan and the ESPP and August 14, 2024 (File No. 333-281555) with respect to the 2023 Plan.

As permitted by General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Prior Registration Statements, including all exhibits filed therewith or incorporated therein by reference, to the extent not otherwise amended or superseded by the contents hereof.

PART II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit Number		Description of Exhibit
4.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed on March 29, 2024).
4.2		Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 19, 2024).
4.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K filed on March 29, 2024).
5.1*		Opinion of Gibson, Dunn & Crutcher LLP.
23.1*		Consent of PricewaterhouseCoopers LLP.
23.2*		Consent of Counsel (included in Exhibit 5.1).
24.1*		Power of Attorney (included on signature page hereto).
99.1		Surf Air Mobility Inc. Amended and Restated 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 27, 2025).
99.2		Surf Air Mobility Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.28 to Amendment No. 1 to the Registrant's Registration Statements on Form S-1 and Form S-4, filed on June 22, 2023).
107.1*		Filing Fee Table.

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hawthorne, State of California, on July 15, 2025.

	SURF AIR MOBILITY INC.
	By:	/s/ Deanna White
		Deanna White
		Chief Executive Officer and Chief Operating Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Deanna White and Oliver Reeves, acting individually and without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Deanna White		Chief Executive Officer and Chief Operating Officer (Principal Executive Officer)		July 15, 2025
Deanna White
/s/ Oliver Reeves		Chief Financial Officer (Principal Financial and Accounting Officer)		July 15, 2025
Oliver Reeves
/s/ Carl Albert		Chairman of the Board		July 15, 2025
Carl Albert
/s/ Sudhin Shahani		Co-Founder and Director		July 15, 2025
Sudhin Shahani
/s/ David Anderman		Director		July 15, 2025
David Anderman
/s/ Tyrone Bland		Director		July 15, 2025
Tyrone Bland
/s/ John D’Agostino		Director		July 15, 2025
John D’Agostino
		Director		July 15, 2025
/s/ Bruce Hack
Bruce Hack
/s/ Edward Mady		Director		July 15, 2025
Edward Mady
/s/ Tyler Painter		Director		July 15, 2025
Tyler Painter

FAQ

Why did Surf Air Mobility (SRFM) file a Form S-8 on July 15 2025?

To register 4,575,255 additional common shares for issuance under its 2023 Equity Incentive Plan and ESPP.

How many new shares were approved by shareholders at SRFM’s 2025 annual meeting?

Shareholders approved 3,500,000 new shares for the equity incentive plan.

What is the breakdown of the remaining registered shares?

846,685 shares from the 2025 plan evergreen increase and two ESPP evergreen increases of 114,285 shares each for 2024 and 2025.

Does the filing raise new capital for Surf Air Mobility?

No. Form S-8 solely registers shares for employee benefit plans; it does not involve a capital raise.

Is Surf Air Mobility considered an emerging growth company?

Yes. The filer checked the box indicating it is an emerging growth company, retaining scaled disclosure accommodations.

What is the potential impact on existing SRFM shareholders?

Issuing the newly registered shares could dilute existing holdings, reducing future per-share metrics if fully granted and exercised.