Surf Air Mobility Inc. Reports Material Agreement and Equity Sales

TL;DR

Surf Air Mobility inked a new deal, got cash from equity, and now has new financial obligations.

AI Summary

On March 1, 2024, Surf Air Mobility Inc. entered into a material definitive agreement, creating a direct financial obligation. The company also reported on unregistered sales of equity securities. Specific details regarding the agreement and financial obligations were not fully disclosed in the provided text, but the filing indicates a significant event for the company.

Why It Matters

This filing indicates new financial obligations and potential dilution from equity sales, which could impact the company's financial health and stock value.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements, financial obligations, and unregistered sales of equity, all of which can introduce financial risk and potential dilution.

Key Players & Entities

• SURF AIR MOBILITY INC. (company) — Registrant
• March 1, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 12111 S. Crenshaw Blvd. (address) — Principal executive offices
• Hawthorne, CA 90250 (address) — Principal executive offices
• ( 424 ) 332-5480 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — h Registered: Common stock, par value $0.0001 per share SRFM New York Stock Excha
• $35,200,000 — ble security with a par amount of up to $35,200,000 (the "Mandatory Convertible Security"),
• $4.45 — e of any such Common Share that exceeds $4.45 will be deemed to be $4.45. The Manda
• $300 million — to take both regular drawdowns of up to $300 million and advance drawdowns of up to $100 mil
• $100 million — million and advance drawdowns of up to $100 million pursuant to the Company's share subscri
• $400 m — or an aggregate purchase price of up to $400 million, will be restored to full capacit

Filing Documents

• srfm-20240301.htm (8-K) — 67KB
• srfm-ex10_1.htm (EX-10.1) — 510KB
• 0000950170-24-027197.txt ( ) — 833KB
• srfm-20240301.xsd (EX-101.SCH) — 61KB
• srfm-20240301_htm.xml (XML) — 5KB

01. Entry into a Definitive Material Agreement

Item 1.01. Entry into a Definitive Material Agreement. On March 1, 2024, Surf Air Mobility, Inc. (the "Company") entered into a security purchase agreement (the "SPA") with GEM Global Yield LLC SCS ("GEM"). Pursuant to the SPA, the Company has agreed to issue and sell to GEM, and GEM has agreed to purchase from the Company, a mandatory convertible security with a par amount of up to $35,200,000 (the "Mandatory Convertible Security"), which shall be convertible into a maximum of 8,000,000 shares of the Company's common stock, par value $0.0001 per share (the "Common Shares"), subject to adjustment as described in the SPA. The transaction contemplated by the SPA is expected to close following the waiver or satisfaction of all closing conditions, which is currently expected to occur by the end of the second quarter of 2024 (the "Closing Date"). The par amount of the Mandatory Convertible Security will be determined at the close of the trading day immediately prior to the Closing Date and will be equal to $35,200,000 less the product of (a) the number of Common Shares sold by GEM prior to the Closing Date, if any, and (b) the aggregate sale price for any such Common Shares; provided, however, that the sale price of any such Common Share that exceeds $4.45 will be deemed to be $4.45. The Mandatory Convertible Security will mature on the fifth anniversary of the Closing Date (the "Maturity Date"), unless earlier converted or redeemed. On the Maturity Date, the Company will pay to GEM, at the Company's option, cash or Common Shares in an amount equal to the then outstanding par amount of the Security divided by the lesser of (a) $4.45 (the "Fixed Conversion Price") and (b) the average of the five lowest volume-weighted average prices for the Common Shares trading on the New York Stock Exchange during the thirty trading days immediately preceding the Maturity Date (the "Floating Conversion Price"). Prior to the Maturity Date, GEM will have the option to convert any

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts, including statements relating to the closing of the transaction contemplated by the SPA, are forward-looking statements. These statements are based on the beliefs of management as well as assumptions made using information currently available to management. As such, they are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among many others: the risk that the Company may not successfully consummate the transaction contemplated by the SPA; the risk that any projections, including earnings, revenues, expenses, synergies, margins or any other financial items that form the basis for management's plans and assumptions will not be realized; the risks associated with the Company's obligations to comply with applicable laws, government regulations and rules and standards of the New York Stock Exchange; and general economic conditions. These and other risks are discussed in detail in the periodic reports that the Company files with the SEC, and investors are urged to review those periodic reports and the Company's other filings with the SEC, which are accessible on the SEC's website at www.sec.gov, before making an investment decision. The Company assumes no obligation to update its forward-looking statements, except as required by law.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Title or Description 4.1 Form of Mandatory Convertible Security (included within Exhibit 10.1) 10.1* Security Purchase Agreement, dated March 1, 2024, between Surf Air Mobility, Inc. and GEM Global Yield LLC SCS 104 Cover Page Interactive Data File (embedded within the Inline XBRL) * Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

SIGNATURES

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: March 6, 2024 By: /s/ Stan Little Name: Stan Little Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR