Form 8-K - Current report

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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): August 9, 2024

SURF AIR MOBILITY INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41759		36-5025592
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12111 S. Crenshaw Blvd.

Hawthorne, CA 90250

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: [phone]

(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:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class:		Trading Symbol(s)		Name of Each Exchange on Which Registered:
Common stock, par value $0.0001 per share		SRFM		New York Stock Exchange

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. ☐

 

 

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Item 1.01. Entry into a Definitive Material Agreement.

 

On August 9, 2024, Surf Air Mobility Inc. (the “Company”) entered into a joint venture agreement (the “JV Agreement”) with Palantir Technologies, Inc. (“Palantir”). Pursuant to the JV Agreement, the Company will establish Surf Air Technologies LLC, a subsidiary of the Company (“Surf Air Technologies”), to develop, market, sell, maintain, and support an artificial intelligence-powered software platform for the advanced air mobility industry, which will be powered by Palantir, to provide operators of all types of aircraft, amongst other software products and solutions, with systems for the management of planes, airline operations, and customer facing applications (the “Software Platform”).

 

The JV Agreement provides that the Company will assign certain agreements regarding subscription access to certain of Palantir’s proprietary commercial software platforms (the “Palantir Platforms”) to Surf Air Technologies. The Company has agreed to contribute the software and intellectual property the Company has developed relating to the Software Platform; the data and know-how from its operations on an ongoing basis to support the development, maintenance, support, and operation of the Software Platform; and the employees and contractors directly involved in developing the Software Platform. Palantir has agreed to contribute a service contract to provide implementation engineering services in support of Surf Air Technologies’ use of the Palantir Platforms, which may include its interface the Software Platform. Surf Air Technologies will also be capitalized by outside third-party investors sourced by the Company and Palantir, with an initial target raise of not less than $5 million.

 

The Closing of the transactions contemplated by the JV Agreement is anticipated to occur no later than November 30, 2024 and is subject to certain customary conditions, including the following: establishment of Surf Air Technologies as a Delaware limited liability company, signing of Surf Air Technologies’ operating agreement, contributions by each party to Surf Air Technologies, the securing and funding of outside capital, receipt of internal approvals by the Company and Palantir, and confirmation of sufficient evidence regarding Surf Air Technologies’ ability to meet ongoing financial obligations.

 

Under the JV Agreement, the Company is entitled to designate four of the five members of the board of directors of Surf Air Technologies and Palantir is entitled to designate one board member. The JV Agreement also provides that the Company will be primarily responsible for oversight of Surf Air Technologies and shall designate the Chair of the board of directors, the legal representative, and the General Manager of Surf Air Technologies.

 

The JV Agreement also provides that the Company and Palantir have certain rights in connection with Surf Air Technologies, including pre-emptive rights if Surf Air Technologies proposes to increase its registered capital, a right of first refusal to purchase equity in Surf Air Technologies that the other party may propose to transfer to a third party, the Company’s right to buy out Palantir’s stake in Surf Air Technologies, Palantir’s right to exchange shares in the Company for equity in Surf Air Technologies, and the right to purchase all of the other party’s equity in the event of bankruptcy of the other party.

 

The foregoing description of the JV Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the JV Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

 

The Company issued a press release announcing the signing of the JV Agreement. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K, and is incorporated herein by reference.

 

The information in this Item 7.01 of this report (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

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 formation of Surf Air Technologies, the closing of the transactions contemplated by the JV Agreement, and the anticipated benefits of the foregoing 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 and Palantir may not successfully consummate the transaction contemplated by the JV Agreement; 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 risk that Surf Air Technologies is unable to successfully develop, market, and sell software that maximizes the utility of AI and functions as intended; the risk that competitors may provide similar offers that fulfill the needs of target customers; the risks associated with the Company’s obligations

 

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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.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Title or Description
10.1		Joint Venture Agreement, dated August 9, 2024, between Surf Air Mobility, Inc. and Palantir Technologies, Inc.
99.1		Press release dated August 13, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL)

 

 

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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 13, 2024	By:	/s/ Deanna White
	Name:	Deanna White
	Title:	Interim Chief Financial Officer

 

 

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Exhibit 10.1

 

Surf Air Technologies LLC

 

Joint Venture Agreement

 

This JOINT VENTURE CONTRACT (this “Agreement”) is made and entered into as of August 9, 2024 (the “Agreement Date”), between Surf Air Mobility Inc. a Delaware corporation, located at 12111 S. Crenshaw Blvd., Hawthorne, CA 90250 (“Surf Air”) and Palantir Technologies, Inc., a Delaware corporation located at 1200 17th Street, Floor 15, Denver, Colorado 80202 (“Palantir”) (together the “Participants”). The Participants wish to form a joint venture (the “Venture Entity”), and agree as follows:

1.

Formation of Entity

a.

Business Purpose. The Venture Entity’s business shall be the development marketing, sale, maintenance, and support of a SaaS/AI software platform solution for the advanced air mobility industry (including urban and regional air transportation companies, OEMs, operators, leasing companies, maintenance services, charging networks, and other entities in the ecosystem) (the “Software Platform”). The Software Platform will provide operators of all types of aircraft, amongst other software products and solutions, with systems for the management of planes (including maintenance, upgrades, etc.), airline operations, and customer facing applications (ticketing, scheduling, etc.).

b.

Establishment. On or before the Closing Date, and subject to the satisfaction of each of the conditions contained in Section 3(b) of this Agreement, the Parties hereby agree that Surf Air will establish the Venture Entity as a subsidiary of Surf Air in accordance with Delaware laws and regulations and the provisions of this Agreement. The name of the Venture Entity shall be Surf Air Technologies LLC. The legal address of the Venture Entity shall be 12111 S. Crenshaw Blvd, Hawthorne, CA 90250.

c.

Corporate Form. The Venture Entity shall be a limited liability company. The parties will, prior to and as a condition to the Closing, put in place an LLC Operating Agreement for the Venture Entity. The liability of any Participant shall be limited to the amount of the capital contribution that such Participant has subscribed for in this Agreement. Any creditor of the Venture Entity shall have recourse only to the assets of the Venture Entity and shall not be entitled to seek repayment, compensation, damages or other remedies from such Participant, unless otherwise provided pursuant to a written agreement signed by such Participant and such creditor of the Venture Entity.

2.

Assignments and Contributions

a.

Assignment of Palantir License. At the Closing, Surf Air will assign the Amended and Restated Order No. 1 dated as of May 18, 2021, as amended (the “Order”); the Order #1 Share Issuance Agreement dated September 29, 2023; and the Palantir Master Subscription Agreement dated May 18, 2021, as amended (collectively the “Palantir Agreements”), which currently provide Surf Air subscription access to certain of Palantir’s proprietary commercial software platforms, including but not limited to Foundry and AIP (the “Palantir Platforms”) to the Venture Entity. The Venture Entity will continue to pay Palantir any amounts not previously paid by Surf Air under the Palantir Agreements in stock of the

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CONFIDENTIAL

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Venture Entity at the most-recent valuation. The Parties intend that the assignment of the Order from Surf Air to Venture Entity will not alter or change the access rights that Surf Air has under the Order.

b.

Surf Air Contributions. At the Closing, Surf Air will contribute:

i.

the software and IP Surf Air has developed relating to the Software Platform.

ii.

the data and know-how from its operations on an ongoing basis to support the development, maintenance, support, and operation of the Software Platform.

iii.

The employees and contractors directly involved in developing the Software Platform.

c.

Palantir Contributions. At the Closing, Palantir will contribute:

i.

A service contract to provide implementation engineering services (which may include sales and outreach in support of the Venture Entity) in support of Venture Entity’s use of the Palantir Platforms, which may include its interface the Software Platform, the terms of which shall be agreed upon in writing by the Parties prior to the Closing.

d.

Outside Capital. As a condition to Closing, the Venture Entity will be capitalized by outside third party investors sourced by Palantir and Surf Air, with an initial target raise of not less than $5,000,000 (the “Initial Outside Capital”), on terms and conditions to be mutually agreed by the Participants.

3.

Closing

a.

Closing Date. The Closing of the transactions contemplated by this Agreement shall occur no later than November 30, 2024 unless extended by mutual agreement of the Participants.

b.

Closing Conditions. The obligations of the Participants to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing Date of the following conditions:

i.

Establishment of the Venture Entity as a Delaware LLC;

ii.

Negotiation and signing of the LLC Operating Agreement;

iii.

Each party will have made its respective contributions to the Venture Entity;

iv.

The Venture Entity will have secured the Initial Outside Capital, to be funded no later than the Closing Date;

v.

Each Party will have received all internal approvals required to complete the transaction contemplated by this Agreement; and

vi.

Palantir will have provided written confirmation to Surf Air that the Venture Entity has provided sufficient evidence of its ability to meet its ongoing financial obligations, including (a) with respect to the Order; (b) any obligations that include payment using the equity securities of the Venture Entity as consideration

 

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4.

Operation of the Venture Entity

a.

Management of the Business. As between the Participants, Surf Air will be primarily responsible for oversight of the Venture Entity. The Venture Entity will be responsible for all product development and the product roadmap.

b.

Board. The Venture Entity shall at all times be managed by a board (the “Board”). The Board shall consist of five (5) members (the “Board Members”). Each Board Member shall have one vote. The Board will be comprised as follows:

i.

Surf Air shall be entitled to designate four (4) Board Members to the Board (the “Surf Air Designees”); and

ii.

Palantir shall be entitled to designate one (1) Board Member to the Board (the “Palantir Designees”).

iii.

The Chair of the Board and the legal representative of the Venture Entity shall be a Surf Air Designee.

c.

General Manager. The General Manager of the Venture Entity shall be nominated by Surf Air, and other c-level executives of the Venture Entity shall be nominated by the General Manager. The General Manager shall report to the Board and conduct the day-to-day business of the Venture Entity and its Subsidiaries, and the General Manager shall have the authority to select and hire personnel to fill all other executive positions at the Venture Entity.

d.

Sales Support. The parties will be jointly responsible for assisting the Venture Entity with enterprise sales and distribution of the Software Platform. Each party will assign a lead sales person to Software Platform sales. Palantir will incorporate the Software Platform into the enterprise offerings it provides to companies in the regional air mobility industry.

e.

Exclusivity. The Venture Entity will be the Participants’ exclusive partner with respect to the development and sale of the Software Platform or software similar thereto for the advanced air mobility industry.

f.

Ownership of IP. As between the Participants and the Venture Entity, the Venture Entity will own all of the intellectual property in or relating to the Software Platform and any data collected and/or processed via the Software Platform (including data processed using any Palantir software), provided that nothing in this Agreement or the LLC Operating Agreement shall result in the transfer or assignment of any intellectual property (a) in or related to the Palantir Platforms; or (b) that are held by Palantir.

5.

Participant Rights

a.

Pre-Emptive Rights. If the Venture Entity proposes to increase its registered capital (“Newly Increased Registered Capital”), the Venture Entity shall first offer such Newly Increased Registered Capital to the Participants. By notification to the Venture Entity within 20 days after the Offer Notice is given, a Participant and/or its Affiliates may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to such Participant’s Percentage Interest in such Newly Increased Registered Capital. The Venture Entity shall give notice (the “Offer Notice”) to the Participants stating (i) the amount of such registered capital to be increased and (ii) the price and terms upon which it proposes to offer such Newly Increased Registered Capital. By notification to the Venture Entity within

 

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20 days after the Offer Notice is given, a Participant and/or its Affiliates may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to such Participant’s Percentage Interest in such Newly Increased Registered Capital.

b.

Right of First Refusal. Each Participant hereby unconditionally and irrevocably grants to the other Participants a right of first refusal to purchase all or any portion of the equity in the Venture Entity that the transferring Participant may propose to transfer to a third party, at the same price and on the same terms and conditions as those offered to the person to whom the transferring Participant proposes to make a transfer. All of the terms and conditions of this Agreement will apply to any such transfer.

c.

Surf Air Buy Out. The LLC Operating Agreement will contain a section including the circumstances wherein Surf Air option to buy out Palantir’s stake in the Venture Entity in cash or stock of Surf Air based on the fair market value of the Venture Entity determined by a third party appraiser to be mutually agreed by the Parties.

d.

Palantir Share Exchange and Standstill. Palantir will have the right but not the obligation to exchange any common shares it holds in Surf Air in excess of 5% of the market capitalization of Surf Air for equity in the Venture Entity at the most recent valuation of the Venture Entity.

e.

Bankruptcy. If at any time after the Closing, a Participant declares bankruptcy and the other Participant wishes to extend the Venture Entity, the other Participant shall, on a pro rata basis, have the right, but not the obligation, to purchase all, but not less than all, of such bankrupt Participant’s equity for an amount in cash equal to the product of the fair market value of the Venture Entity determined by a qualified third party appraiser and the bankrupt Participants; percentage interest in the Venture Entity.

6.

General

a.

The parties intend to issue a joint press release announcing the Agreement following the execution of this Agreement, in the form attached hereto as Exhibit A.

b.

This Agreement constitutes the entire agreement between the Participants and supersedes all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including any exhibit hereto) shall be effective unless made in writing and signed by both parties.

c.

Except as expressly set forth herein to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.

d.

On or after the Agreement Date, neither party shall publicly disclose the name of other party, or include the name of the other party, in any filing with the SEC or NYSE or in any press release, without the prior written consent of the other party, except to the extent that the party reasonably determines, upon the advice of outside counsel or its auditors, such disclosure is required by applicable law or Stock Exchange regulations, in which case the party shall (i) provide the other party with

 

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at least three business days’ prior notice of such proposed disclosure and adequate opportunity to review and provide comments for consideration by such party in good faith and (ii) limit any disclosure to what is specifically and legally required (and exclude from any such disclosure the name of, or any information that would reasonably enable a third party to identify the other party, except as required by applicable law or Stock Exchange regulations) and mutually agreed upon after discussions between the parties. For the avoidance of doubt, the terms above shall not include any filings or public disclosures made prior to the Agreement Date that included the name of Palantir, which includes but is not limited to, any amendments to previously filed registration statements or other previously made public disclosures made after the Agreement Date, to the extent any such amendments are identical or substantially similar to public disclosures made prior to the Agreement Date.

e.

This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware.

f.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) upon receipt, if personally delivered or if sent by confirmed email transmission, (ii) on the business day following mailing by overnight courier, postage prepaid, or (iii) on the third business day following mailing by the United States mail, postage prepaid, addressed to the parties at the addresses set forth herein.

g.

Each of the parties hereby covenants and agrees on behalf of itself, its successors, and its assigns to prepare, execute, acknowledge, and deliver such other instruments, documents, and statements, and take such other action as may be required by law or may be reasonably necessary, appropriate or expedient to effectively carry out the purposes of this Agreement.

h.

This Agreement may be executed electronically by delivery of a facsimile signature, PDF or other electronic signature, and in one or more counterparts, each of which shall be deemed to be an original, and together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date.

 

 

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Surf Air Mobility, Inc.

 

 

By: /s/ Deanna White

Name: Deanna White

Title: CEO

 

Palantir Technologies Inc.

 

 

By: /s/ Ryan Taylor

Name: Ryan Taylor

Title: Chief Revenue Officer and Chief Legal Officer

 

 

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Exhibit 99.1

Surf Air Mobility Announces Plan to Form New Venture, Surf Air Technologies LLC, and Enters Agreement with Palantir Technologies Inc. to Power Operating System for the Advanced Air Mobility Industry
 

The companies have been working together since 2021 deploying operator software used by Surf Air Mobility. Surf Air will leverage Palantir’s AIP to build a unique and transformative set of software tools for regional air operators and electrified aircraft OEMs.

LOS ANGELES — August 13, 2024 — Surf Air Mobility (NYSE: SRFM) (“Surf Air Mobility”, “Surf Air”), a leading regional air mobility platform, has announced that it intends to form Surf Air Technologies LLC (“Surf Air Technologies”), a new venture that will develop, market, and sell AI-powered software tools to create a category-defining operating system for the advanced air mobility industry. Surf Air Technologies’ core platform, “SurfOS”, will be powered by Palantir Technologies (NYSE: PLTR) (“Palantir”), a global leader in artificial intelligence, enterprise data analytics, and business intelligence.

Surf Air Technologies intends to sell and deploy software tools across the market consisting of thousands of Part 135 regional air operators (small aircrafts limited to under 30 seats with a 7,500 pound maximum payload), of which Surf Air Mobility’s Southern Airways subsidiary is the largest by scheduled departures. Palantir and Surf Air will engage their enterprise teams to make this technology broadly available.

 

Surf Air Technologies will build on the successful work Palantir and Surf Air began in 2021, in which the companies have been deploying software and analytics tools for use across Surf Air’s three air travel brands. The tools the companies have developed to date have focused on the most important needs for Part 135 operators and includes crew scheduling, business intelligence, distribution and pricing. Surf Air has already seen improvements to its own operations and business across these categories. For instance, since the start of our partnership, by leveraging deeper insights into customer behavior, preferences, and travel patterns, Surf Air has seen an approximate 25% increase in revenue per trip within its On Demand charter division. This work

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Exhibit 99.1

with Palantir has laid the foundation for Surf Air’s platform to be able to host and provide the tools for multiple brands beyond just Surf Air.

Surf Air will be the first customer and consumer for SurfOS, and it plans to use these tools to enhance deployment and utilization of its own electrified aircraft, once certified.

Surf Air is considering bringing in outside investors to capitalize the Surf Air Technologies venture.

 

“SurfOS powered by Palantir’s Foundry and AI platforms will provide cutting edge AI-powered software infrastructure to operators of scheduled service and charter services, consumers, and aircraft manufacturers not existing today. SurfOS AI-powered operating systems will enable operators across the ecosystem to run their businesses more efficiently with access to more data with all types of aircraft including new electrified aircraft. SurfOS will provide disruptive software services and an operating platform to the advanced air mobility space to manage distribution and operations, enabling new businesses to flourish,” said Sudhin Shahani, Co-founder of Surf Air Mobility.

 

Surf Air believes that artificial intelligence, machine learning, and big data will transform advanced air mobility and will require a new set of tools to support the growth of this market segment. Surf Air Technologies is focused on addressing the largest opportunities across advanced air mobility, such as dynamic pricing, revenue management, and optimal aircraft and crew utilization.

 

The software tools will enable more accurate decision-making to improve operational efficiency and drive revenue, and will be categorized across dimensions that include revenue operations, distribution & monetization, and passenger operations.

 

The potential market opportunity is large, with the FAA reporting 1,818 Part 135 operators with 11,702 aircraft in the U.S. alone. The introduction of new electrified vehicles for passenger and

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Exhibit 99.1

cargo use are anticipated to create a new form of mass transportation with low cost, low emission, point-to-point flying on short-haul, regional routes.

 

Reports from McKinsey & Co. and NASA estimate that the size of the regional air mobility market could reach between $75 billion and $115 billion by 2035, and a report from Morgan Stanley estimates that the TAM for urban air mobility could reach $1 trillion by 2040 and $9 trillion by 2050.

“We’re excited to offer these software tools to over 300 of the air operator partners we work with most often to empower their businesses and meet the growing demand for more efficient regional connectivity,” said Jamie Strecker, VP of Business Development for Surf Air Mobility.

 

About Palantir Technologies

Foundational software of tomorrow. Delivered today. Additional information is available at https://www.palantir.com.

 

About Surf Air Mobility

Surf Air Mobility is a Los Angeles-based regional air mobility platform expanding the category of regional air travel to transform flying through the power of electrification. In an effort to substantially reduce the cost and environmental impact of flying and as the owner of the largest commuter airline in the US, Surf Air Mobility intends to develop powertrain technology with its commercial partners to electrify existing fleets and bring electrified aircraft to market at scale. The management team has deep experience and expertise across aviation, electrification, and consumer technology.

 

Media Contacts

Palantir Press: Lisa Gordon, [e-mail]

Surf Air Mobility Press: Patrick Lenihan, [e-mail]

Surf Air Mobility Investors: [e-mail]

 

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Exhibit 99.1

Surf Air Forward-Looking Statements

This Press Release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated benefits of the joint venture with Palantir; Surf Air Technologies’ ability to develop, market and sell AI-powered software; the anticipated benefits and market acceptance of the software developed by Surf Air Technologies; the additional capitalization of Surf Air Technologies by outside investors; Surf Air Mobility’s ability to anticipate the future needs of the air mobility market; and future trends in the aviation industry, generally. Readers of this release should be aware of the speculative nature of forward-looking statements. These statements are based on the beliefs of the Surf Air Mobility’s management as well as assumptions made by and information currently available to the Surf Air Mobility and reflect the Surf Air Mobility’s current views concerning future events. 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 Surf Air and Palantir may not successfully consummate the transaction contemplated by the Surf Air Technologies venture agreement; the risk that any projections, including earnings, revenues, expenses, synergies, margins or any other financial items that form the basis for the parties’ plans and assumptions will not be realized; the risk that Surf Air Technologies is unable to successfully develop, market, and sell software that maximizes the utility of AI and functions as intended; the risk that competitors may provide similar offers that fulfill the needs of target customers; Surf Air Mobility’s future ability to fulfill contractual obligations and maintain liquidity will depend on operating performance, cash flow and ability to secure adequate financing; Surf Air Mobility’s limited operating history and that Surf Air Mobility has not yet manufactured any hybrid-electric or fully-electric aircraft; the powertrain technology Surf Air Mobility plans to develop does not yet exist; any accidents or incidents involving hybrid-electric or fully-electric aircraft; the inability to accurately forecast demand for products and manage product inventory in an effective and efficient manner; the dependence on third-party partners and suppliers for the components and collaboration in Surf Air Mobility’s development of hybrid-electric and fully-electric powertrains, and any interruptions, disagreements or delays with those partners and suppliers; the inability to execute business objectives and growth strategies successfully or sustain Surf Air Mobility’s growth; the inability of Surf Air Mobility’s customers to pay for Surf Air Mobility’s services; the inability of Surf Air

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Exhibit 99.1

Mobility to obtain additional financing or access the capital markets to fund its ongoing operations on acceptable terms and conditions; the outcome of any legal proceedings that might be instituted against Surf Air, Southern or Surf Air Mobility; the risks associated with Surf Air Mobility’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 Surf Air Mobility files with the SEC, and investors are urged to review those periodic reports and the Surf Air Mobility’s other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov, before making an investment decision. Surf Air Mobility assumes no obligation to update its forward-looking statements except as required by law.

 

Palantir Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements may relate to, but are not limited to, Palantir’s expectations regarding the amount and the terms of the contract and the expected benefits of its software platforms. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Forward-looking statements are based on information available at the time those statements are made and were based on current expectations as well as the beliefs and assumptions of management as of that time with respect to future events. These statements are subject to risks and uncertainties, many of which involve factors or circumstances that are beyond Palantir’s control. These risks and uncertainties include Palantir’s ability to meet the unique needs of its customers; the failure of Palantir’s platforms to satisfy its customers or perform as desired; the frequency or severity of any software and implementation errors; the reliability of Palantir’s platforms; and the ability of Palantir’s customers to modify or terminate their contracts. Additional information regarding these and other risks and uncertainties is included in the filings Palantir makes with the Securities and Exchange Commission from time to time. Except as required by law, Palantir does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise.

 

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Cover	Aug. 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 09, 2024
Entity File Number	001-41759
Entity Registrant Name	SURF AIR MOBILITY INC.
Entity Central Index Key	0001936224
Entity Tax Identification Number	36-5025592
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	12111 S. Crenshaw Blvd.
Entity Address, City or Town	Hawthorne
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90250
City Area Code	424
Local Phone Number	332-5480
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	SRFM
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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