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    SEC Form SC 13G filed by Surf Air Mobility Inc.

    9/11/24 5:09:09 PM ET
    $SRFM
    Transportation Services
    Consumer Discretionary
    Get the next $SRFM alert in real time by email
    SC 13G 1 ef20035755_sc13g.htm SC 13G

    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     
    Schedule 13G
    (Rule 13d-102)
     
    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
    (Amendment No. ___________)*
     
    SURF AIR MOBILITY INC.

    (Name of Issuer)

    Common Stock, $0.0001 par value per share

    (Title of Class of Securities)

    868927 203

    (CUSIP Number)

    August 12, 2024

    (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)
     
    *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
     
    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
     
    (Continued on following pages)
     
    Page 1 of 10

    Exhibit Index on Page 10



    CUSIP # 868927 203
    Page 2 of 9
    1
    NAMES OF REPORTING PERSONS
     
     
    GEM Global Yield LLC SCS (“GEM Investor”)
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     

     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Luxembourg
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    -0-
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    1,266,998(1)
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    -0-
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    1,266,998(1)
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    1,266,998(1)
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    9.9%(2)
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    PN
     
     
     
     


    1.
    Consists of 1,266,998 ordinary shares, $0.0001 par value per share (“Common Stock”) of Surf Air Mobility Inc. (the “Issuer”) held by GEM Investor. GEM GP (as defined below) is the general partner of GEM Investor. Christopher F. Brown is the sole beneficial owner of GEM GP and has voting and dispositive power over the shares held by GEM Investor.

    2.
    The percentage ownership is based upon 12,826,529 shares outstanding, including 1,266,998 shares of Common Stock that are the subject of this Schedule 13G, based on the Issuer’s current report on Form 8-K, filed on August 19, 2024.


    CUSIP # 868927 203
    Page 3 of 9
    1
    NAMES OF REPORTING PERSONS
     
     
    Gem Global Yield Fund LLC (“GEM GP”)
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (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-
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    1,266,998(1)
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    -0-
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    1,266,998(1)
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    1,266,998(1)
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    9.9%(2)
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    CO
     
     
     
     


    1.
    Consists of 1,266,998 shares of Common Stock held by GEM Investor. GEM GP is the general partner of GEM Investor. Christopher F. Brown is the beneficial sole owner of GEM GP and has voting and dispositive power over the shares held by GEM Investor.

    2.
    The percentage ownership is based upon 12,826,529 shares outstanding, including 1,266,998 shares of Common Stock that are the subject of this Schedule 13G, based on the Issuer’s current report on Form 8-K, filed on August 19, 2024.


    CUSIP # 868927 203
    Page 4 of 9
    1
    NAMES OF REPORTING PERSONS
     
     
    Christopher F. Brown
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (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-
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    1,266,998(1)
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    -0-
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    1,266,998(1)
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    1,266,998(1)
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    9.9%(2)
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    IN
     
     
     
     


    1.
    Consists of 1,266,998 shares of Common Stock held by GEM Investor. GEM GP is the general partner of GEM Investor. Christopher F. Brown is the beneficial sole owner of GEM GP and has voting and dispositive power over the shares held by GEM Investor.

    2.
    The percentage ownership is based upon 12,826,529 shares outstanding, including 1,266,998 shares of Common Stock that are the subject of this Schedule 13G, based on the Issuer’s current report on Form 8-K, filed on August 19, 2024.


    CUSIP # 868927 203
    Page 5 of 9
    ITEM 1(A).
    NAME OF ISSUER
     
    Surf Air Mobility Inc. (the “Issuer”)

    ITEM 1(B).
    ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
     
    12111 S. Crenshaw Blvd.
    Hawthorne, California 90250
     
    ITEM 2(A).
    NAME OF PERSONS FILING
     
    This Schedule is jointly filed by GEM Global Yield LLC SCS (“GEM Investor”), Gem Global Yield Fund LLC (“GEM GP”), and Christopher F. Brown, a United States citizen. The foregoing entities and person are collectively referred to as the “Reporting Persons.”
     
    ITEM 2(B).
    ADDRESS OF PRINCIPAL OFFICE
     
    The address of the principal place of business of GEM Investor is 12C, rue Guillaume J. Kroll, L-1882 Luxembourg. The address of the principal place of business of the other Reporting Persons is 9 West 57th Street, New York, NY 10019.

    ITEM 2(C).
    CITIZENSHIP

    See Row 4 of cover page for each Reporting Person.
     
    ITEM 2(D).
    TITLE OF CLASS OF SECURITIES

    Ordinary shares, $0.0001 par value per share of the Issuer (the “Common Stock”)
     
    ITEM 2(E)
    CUSIP NUMBER

    868927 203
     
    ITEM 3.
    Not applicable.
     
    ITEM 4.
    OWNERSHIP
     
    GEM Investor holds 1,266,998 shares of Common Stock. GEM GP is the general partner of GEM Investor. Christopher F. Brown is the sole beneficial owner of GEM GP and has voting and dispositive power over the shares held by GEM Investor.


    CUSIP # 868927 203
    Page 6 of 9

    (a)
    Amount beneficially owned:
     
    See Row 9 of cover page for each Reporting Person.
     

    (b)
    Percent of Class:
     
    See Row 11 of cover page for each Reporting Person.
     

    (c)
    Number of shares as to which such person has:
     

    (i)
    Sole power to vote or to direct the vote:
     
    See Row 5 of cover page for each Reporting Person.
     

    (ii)
    Shared power to vote or to direct the vote:
     
    See Row 6 of cover page for each Reporting Person.
     

    (iii)
    Sole power to dispose or to direct the disposition of:
     
    See Row 7 of cover page for each Reporting Person.
     

    (iv)
    Shared power to dispose or to direct the disposition of:

    See Row 8 of cover page for each Reporting Person.
     
    ITEM 5.
    OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
     
    Not applicable.
     
    ITEM 6.
    OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
     
    Not applicable.
     
    ITEM 7.
    IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
     
    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.
    CERTIFICATION.
     
    Not applicable
     

    CUSIP # 868927 203
    Page 7 of 9
    SIGNATURES

    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.

    Date: September 11, 2024
         

         

    GEM Global Yield LLC SCS
     

         

    By:
    /s/ Christopher F. Brown
     

    Name:
    Christopher F. Brown
     

    Title:
    Manager
     

         

    GEM Global Yield Fund LLC
     

         

    By:
    /s/ Christopher F. Brown
     

    Name:
    Christopher F. Brown
     

    Title:
    Manager
     

         

    By:
    /s/ Christopher F. Brown
     

    Name:
    Christopher F. Brown
     


    CUSIP # 868927 203
    Page 8 of 9
    EXHIBIT INDEX
     
     
    Found on
    Sequentially
    Exhibit
    Numbered Page
    Exhibit A:  Agreement of Joint Filing
    10


    CUSIP # 868927 203
    Page 9 of 9
    EXHIBIT A
     
    Agreement of Joint Filing

    The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
     
    Date: September 11, 2024
       
         
     
    GEM Global Yield LLC SCS

         
     
    By:
    /s/ Christopher F. Brown

     
    Name:
    Christopher F. Brown

     
    Title:
    Manager

         
     
    GEM Global Yield Fund LLC

         
     
    By:
    /s/ Christopher F. Brown

     
    Name:
    Christopher F. Brown

     
    Title:
    Manager

         
     
    By:
    /s/ Christopher F. Brown

     
    Name:
    Christopher F. Brown




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