[SCHEDULE 13G/A] SURF AIR MOBILITY INC. Amended Passive Investment Disclosure
Surf Air Mobility: Hudson Bay reports 8.55% stake
The reported percentage is calculated using 132,848,730 shares after the prospectus offering and assumes conversion of the notes and exercise of the warrants.
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Surf Air Mobility Inc. (SRFM) is the subject of an amended beneficial-ownership report in which Hudson Bay Capital Management LP and Sander Gerber each report 12,414,832 shares, or 8.55%, with shared voting and dispositive power. The shares are issuable upon conversion of convertible notes and exercise of warrants held by HT Investments MA LLC and High Trail Special Situations LLC. Gerber, managing member of Hudson Bay Capital GP LLC, disclaims beneficial ownership; High Trail Special Situations LLC has the right to receive or direct dividends or sale proceeds from more than 5% of the common stock. The percentage calculation uses 132,848,730 common shares after the September 30, 2026 prospectus offering and assumes conversion of the notes and exercise of the warrants.
Key Figures
Beneficially owned shares:12,414,832 sharesOwnership percentage:8.55%Shares in percentage calculation:132,848,730 common shares
3 metrics
Beneficially owned shares12,414,832 sharesEach reporting person; includes shares issuable upon conversion of notes and exercise of warrants
Ownership percentage8.55%Percentage of the common stock class reported by each reporting person
Shares in percentage calculation132,848,730 common sharesDenominator after the prospectus offering, assuming conversion of notes and exercise of warrants
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Shared Voting Powertechnical
"Shared Voting Power 12,414,832.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
Shared Dispositive Powertechnical
"Shared Dispositive Power 12,414,832.00"
convertible notesfinancial
"issuable upon conversion of convertible notes"
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many shares did Hudson Bay report for SRFM?
Hudson Bay Capital Management LP and Sander Gerber each reported 12,414,832 shares, equal to 8.55% of the class. The reported shares are issuable upon conversion of convertible notes and exercise of warrants.
How is the SRFM 8.55% ownership figure calculated?
The 8.55% figure is calculated against an aggregate of 132,848,730 shares of common stock, as reported in the September 30, 2026 prospectus after completion of the offering. The calculation assumes conversion of notes and exercise of warrants held by HT Investments MA LLC and High Trail Special Situations LLC.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
SURF AIR MOBILITY INC.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
(CUSIP Number)
09/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP No.
1
Names of Reporting Persons
Hudson Bay Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,414,832.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,414,832.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,414,832.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.55 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Represents shares of Common Stock (as defined in Item 4(a)) issuable upon conversion of convertible notes and upon exercise of warrants.
SCHEDULE 13G
CUSIP No.
1
Names of Reporting Persons
Sander Gerber
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,414,832.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,414,832.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,414,832.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.55 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Represents shares of Common Stock issuable upon conversion of convertible notes and upon exercise of warrants.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
SURF AIR MOBILITY INC.
(b)
Address of issuer's principal executive offices:
5080 Spectrum Dr., Ste. 250W, Addison, TX 75001
Item 2.
(a)
Name of person filing:
This statement is filed by Hudson Bay Capital Management LP (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 290 Harbor Dr., Stamford, CT 06902.
(c)
Citizenship:
The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen.
(d)
Title of class of securities:
Common Stock, $0.0001 par value
(e)
CUSIP No.:
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 132,848,730 shares of Common Stock, par value $0.0001 (the "Common Stock") of Surf Air Mobility Inc. (the "Company"), as reported in the Company's Prospectus filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on September 30, 2026, after giving effect to the completion of the offering, as described therein and assumes the conversion of the convertible notes and the exercise of warrants held by HT Investments MA LLC and High Trail Special Situations LLC.
The Investment Manager serves as the investment manager to HT Investments MA LLC and High Trail Special Situations LLC, in whose name the securities reported herein are held. As such, the Investment Manager may be deemed to be the beneficial owner of all shares of Common Stock issuable upon conversion of the convertible notes and upon exercise of the warrants held by HT Investments MA LLC and High Trail Special Situations LLC. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities.
(b)
Percent of class:
8.55%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 4(a). High Trail Special Situations LLC has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Common Stock.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Item 3 and Item 4(a).
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
