Hudson Bay Capital Management LP and Sander Gerber report passive beneficial ownership of Surf Air Mobility Inc. common stock. They report beneficial ownership of 7,776,928 shares of common stock, representing 9.99% of the class, including 7,776,924 shares issuable upon exercise of warrants and/or conversion of convertible notes.
The percentage is based on 70,070,206 shares outstanding, which combines 63,223,450 shares outstanding as of November 20, 2025 and additional shares issued upon conversion of convertible notes, and assumes further issuances subject to a 9.99% beneficial ownership blocker. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Surf Air Mobility.
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Insights
Hudson Bay reports a capped 9.99% passive stake in Surf Air.
Hudson Bay Capital Management LP and Sander Gerber disclose beneficial ownership of 7,776,928 shares, or 9.99% of Surf Air Mobility common stock. Most of this exposure, 7,776,924 shares, is issuable through warrants and convertible notes rather than already-issued common shares.
The ownership calculation uses a base of 70,070,206 shares outstanding, combining 63,223,450 shares reported as of November 20, 2025 with 6,846,756 shares issued upon note conversion and assuming additional issuances. A 9.99% beneficial ownership blocker contractually prevents further exercises or conversions that would push holdings above this level.
The securities are held through entities including HT Investments MA LLC and High Trail Special Situations LLC, with Hudson Bay as investment manager and Mr. Gerber disclaiming beneficial ownership. The filing certifies the position is held in the ordinary course of business and not to change or influence control, indicating a passive institutional stake under the disclosed terms.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SURF AIR MOBILITY INC.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
868927203
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
868927203
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
7,776,928.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,776,928.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,776,928.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Includes 7,776,924 shares of Common Stock (as defined in Item 2(a)) issuable upon exercise of warrants and/or conversion of convertible notes. As more fully described in Item 4, these warrants and convertible notes are subject to a 9.99% beneficial ownership blocker and the percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) give effect to such blocker.
SCHEDULE 13G
CUSIP No.
868927203
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
7,776,928.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,776,928.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,776,928.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 7,776,924 shares of Common Stock issuable upon exercise of warrants and/or conversion of convertible notes. As more fully described in Item 4, these warrants and convertible notes are subject to a 9.99% beneficial ownership blocker and the percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) give effect to such blocker.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
SURF AIR MOBILITY INC.
(b)
Address of issuer's principal executive offices:
12111 S. CRENSHAW BLVD., Hawthorne, CA, 90250
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.:
868927203
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 70,070,206 shares of common stock, $0.0001 par value (the "Common Stock") of Surf Air Mobility Inc. (the "Company") outstanding, which is the sum of (i) 63,223,450 shares of Common Stock outstanding as of November 20, 2025, as reported in the Company's Prospectus filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on November 24, 2025 and (ii) an aggregate of 6,846,756 shares of Common Stock issued to the Reporting Persons upon conversion of convertible notes held by HT Investments MA LLC after November 20, 2025 and prior to December 31, 2025, and assumes the exercise of the warrants and/or conversion of convertible notes held by HT Investments MA LLC and High Trail Special Situations LLC, subject to the 9.99% Blocker (as defined below).
Pursuant to the terms of the warrants and convertible notes held by HT Investments MA LLC and High Trail Special Situations LLC, the Reporting Persons cannot exercise such warrants or convert such convertible notes if the Reporting Persons would beneficially own, after such exercise or conversion, more than 9.99% of the outstanding shares of Common Stock (the "9.99% Blocker"). The percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) of the cover page for each Reporting Person give effect to the 9.99% Blocker.
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 and shares of Common Stock issuable upon exercise of the warrants and/or conversion of convertible notes, subject to the 9.99% Blocker, 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:
9.99%
(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). HT Investments MA LLC or 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.
Not Applicable
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.
Hudson Bay Capital Management LP
Signature:
/s/ Sander Gerber
Name/Title:
Sander Gerber, Authorized Signatory
Date:
02/10/2026
Sander Gerber
Signature:
/s/ Sander Gerber
Name/Title:
Sander Gerber, individually
Date:
02/10/2026
Exhibit Information
Exhibit 99.1: Joint Filing Agreement
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATED: February 10, 2026
HUDSON BAY CAPITAL MANAGEMENT LP
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
How many Surf Air Mobility (SRFM) shares does Hudson Bay Capital report owning?
Hudson Bay Capital Management LP and Sander Gerber report beneficial ownership of 7,776,928 shares of Surf Air Mobility common stock. This total includes 7,776,924 shares issuable upon exercise of warrants and/or conversion of convertible notes, as described in their Schedule 13G filing.
What percentage of Surf Air Mobility’s common stock does Hudson Bay Capital hold?
The reporting persons state they beneficially own 9.99% of Surf Air Mobility’s common stock. This percentage is calculated on 70,070,206 shares outstanding, combining previously reported outstanding shares and additional shares issued or issuable under notes and warrants, subject to a 9.99% blocker.
How is the 70,070,206-share base for Surf Air Mobility (SRFM) calculated?
The share base of 70,070,206 shares includes 63,223,450 shares outstanding as of November 20, 2025 plus 6,846,756 shares issued to the reporting parties upon conversion of convertible notes, and assumes additional issuances from warrants and notes, all subject to the 9.99% ownership blocker.
What is the 9.99% beneficial ownership blocker mentioned for Surf Air Mobility (SRFM)?
The filing explains that the warrants and convertible notes include a 9.99% beneficial ownership blocker. This provision prevents the reporting persons from exercising warrants or converting notes if doing so would cause them to beneficially own more than 9.99% of Surf Air Mobility’s outstanding common stock.
Are Hudson Bay Capital and Sander Gerber seeking control of Surf Air Mobility (SRFM)?
The certification states the securities were acquired and are held in the ordinary course of business and not for changing or influencing control of Surf Air Mobility. It also notes they are not held in connection with any transaction having that control-related purpose or effect.
Which entities actually hold the Surf Air Mobility (SRFM) securities for Hudson Bay?
The filing states the securities are held in the names of HT Investments MA LLC and High Trail Special Situations LLC. Hudson Bay Capital Management LP serves as investment manager to these entities, and Sander Gerber is managing member of Hudson Bay Capital GP LLC, the Investment Manager’s general partner.
