Surf Air Mobility Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 25, 2025

SURF AIR MOBILITY INC.

(Exact name of registrant as specified in its charter)

12111 S. Crenshaw Blvd.

Hawthorne, CA 90250

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (424) 332-5480

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement

Registered Direct Offering

On June 25, 2025, Surf Air Mobility, Inc. (the “Company”) entered into a securities purchase agreement with certain investors (the “Purchase Agreement”) relating to the offering and sale in a registered direct offering (the “Offering”) of an aggregate of 10,800,002 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at an offering price of $2.50, including pre-funded warrants to purchase up to 926,668 shares of Common Stock (the “Pre-Funded Warrants”), at an offering price of $2.4999. The Offering closed on June 26, 2025 (the “Closing Date”).

The Company received gross proceeds from the Offering of approximately $27 million before deducting placement agent fees and estimated Offering expenses. Without giving effect to the exercise of any portion of the Pre-Funded Warrants, as of June 26, 2025, the Company had 34,404,745 shares of Common Stock outstanding.

The Shares and Pre-Funded Warrants are being offered and sold to the public pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-284845) initially filed with the Securities and Exchange Commission (the “Commission”) on March 21, 2025 and declared effective on March 26, 2025. A prospectus supplement relating to the Offering was filed with the Commission on June 26, 2025 (the “Prospectus Supplement”).

We also issued warrants (the “Placement Agent Warrants”) to purchase up to 540,000 shares of Common Stock to H.C. Wainwright & Co., LLC (the “Placement Agent”) (including its designees). The Placement Agent Warrants have an exercise price equal to $3.125 per share and are exercisable for five years from the commencement of sales in the Offerings. The shares of our Common Stock issuable upon the exercise of the Placement Agent Warrants were also registered pursuant to the Prospectus Supplement.

Pursuant to an engagement letter dated as of March 18, 2025, between the Company and H.C. Wainwright & Co., LLC (the “Placement Agent”), as amended on June 25, 2025, the Company agreed to pay the Placement Agent a total cash fee equal to 7.0% of the aggregate gross proceeds from the Offering. The Company also agreed to issue to the Placement Agent or its designees warrants to purchase an aggregate of 540,000 shares of Common Stock at an exercise price of $3.125 per share, and to pay the Placement Agent up to $50,000 of legal counsel and $15,950 for other out-of-pocket and clearing expenses. The Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing. In addition, until 60 days after the Closing Date (the “Restricted Period”), the Company has agreed not to offer, sell, contract to sell, hypothecate, pledge, otherwise dispose of, or enter into a transaction which might result in the disposition of any shares of Common Stock of the Company or securities convertible, exchangeable or exercisable into, shares of Common Stock of the Company. The Company agreed to indemnify the Placement Agent against certain liabilities relating to or arising out of the Placement Agent’s activities under the engagement letter and to contribute to payments that the Placement Agent may be required to make in respect of such liabilities.

The foregoing descriptions the Purchase Agreement, Pre-Funded Warrants and Placement Agent Warrants are qualified in their entirety by reference to the full text of the forms of Securities Purchase Agreement, Pre-Funded Warrant and Placement Agent Warrant, copies of which are filed as Exhibits 10.1, 10.2, 10.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

The Company notes that the representations, warranties and covenants made by the Company in any agreement that is filed as an exhibit to any document that is incorporated by reference in the Prospectus Supplement or the accompanying base prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to or in favor of any stockholder or potential stockholder of the Company other than the parties thereto. In addition, the assertions embodied in any representations, warranties and covenants contained in such agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to security holders generally. Moreover, such representations, warranties or covenants were accurate only as of the date when made, except where expressly stated otherwise. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of the Company’s affairs at any time.

The Prospectus Supplement relating to the Offering was filed with the Commission and is available on the Commission’s web site at http://www.sec.gov. Copies of the Prospectus Supplement may also be obtained from the web site maintained by the Placement Agent, and the Placement Agent may distribute the Prospectus Supplement electronically.

An opinion of Gibson, Dunn & Crutcher LLP regarding the validity of the Shares and the shares issuable pursuant to the Pre-Funded Warrants is filed as Exhibit 5.1.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which this offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.