Surf Air Mobility Closes $10M Convertible Note Private Placement

TL;DR

Surf Air Mobility raised $10M via convertible notes, convertible at $1/share.

AI Summary

Surf Air Mobility Inc. announced on August 7, 2024, the closing of a private placement of convertible promissory notes totaling $10 million. The notes are convertible into shares of the company's common stock at a conversion price of $1.00 per share. This offering was conducted without registration under the Securities Act of 1933.

Why It Matters

This capital infusion provides Surf Air Mobility with additional funds, potentially for operational expansion or strategic initiatives, while the convertible nature of the notes could lead to future share dilution.

Risk Assessment

Risk Level: medium — The company is raising capital through unregistered securities, which carries inherent risks for investors and potential future dilution for existing shareholders.

Key Numbers

• $10.0M — Private Placement Proceeds (Funds raised through the sale of convertible promissory notes.)
• $1.00 — Conversion Price (The price at which the convertible notes can be converted into common stock.)

Key Players & Entities

• Surf Air Mobility Inc. (company) — Registrant
• $10 million (dollar_amount) — Total proceeds from private placement
• August 7, 2024 (date) — Date of earliest event reported
• $1.00 (dollar_amount) — Conversion price per share

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 to be convertible into a maximum of 8,0
• $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, was restored to full capacity. T

Filing Documents

• srfm-20240807.htm (8-K) — 60KB
• srfm-ex4_1.htm (EX-4.1) — 231KB
• srfm-ex99_1.htm (EX-99.1) — 12KB
• img196684351_0.jpg (GRAPHIC) — 32KB
• 0000950170-24-094783.txt ( ) — 564KB
• srfm-20240807.xsd (EX-101.SCH) — 60KB
• srfm-20240807_htm.xml (XML) — 5KB

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. As previously disclosed by Surf Air Mobility Inc. (the "Company") on a Current Report on Form 8-K filed with the Securities and Exchange Commission on March 6, 2024 (the "Prior 8-K"), on March 1, 2024, the Company entered into a security purchase agreement (the "SPA") with GEM Global Yield LLC SCS ("GEM") for the private placement to GEM of a mandatory convertible security with a par amount of up to $35,200,000 to 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"). On August 7, 2024, the Company completed the closing of the private placement. At the closing, the Company issued a mandatory convertible security with a par amount of $35,200,000 (the "Mandatory Convertible Security"). The Mandatory Convertible Security will mature on August 7, 2029, unless earlier converted or redeemed pursuant to the terms set forth in the Mandatory Convertible Security and described in the Prior 8-K. As consideration for GEM's purchase of the Mandatory Convertible Security, GEM delivered to the Company 6,300,000 of the Common Shares that it had purchased from the Company. In addition, the Company's ability to take both regular drawdowns of up to $300 million and advance drawdowns of up to $100 million pursuant to the Company's share subscription facility with GEM and GEM Yield Bahamas Limited, which provides the Company with the option from time to time to direct GEM to purchase a specified number of Common Shares for an aggregate purchase price of up to $400 million, was restored to full capacity. The respective formulas that the Company and GEM used to determine the par amount of the Mandatory Convertible Security and the consideration for GEM's purchase of the Mandatory Convertible Security are each set forth in the SPA and described in the Prior 8-K. The Company has filed a registration statement, as amended from time to time, with the Securitie

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Title or Description 4.1 Mandatory Convertible Security, dated August 7, 2024, between Surf Air Mobility, Inc. and GEM Global Yield LLC SCS 10.1* Security Purchase Agreement, dated March 1, 2024, between Surf Air Mobility, Inc. and GEM Global Yield LLC SCS (incorporated by reference to the Company's Current Report on Form 8-K filed on March 6, 2024) 99.1 Press release dated August 9, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL) *Previously Filed

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: August 9, 2024 By: /s/ Deanna White Name: Deanna White Title: Interim Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR