Form 8-K - Current report

false000193622400019362242024-11-142024-11-14

 

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): November 14, 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 7.01 Regulation FD Disclosure.

On November 14, 2024, Surf Air Mobility Inc. (the "Company") issued a press release announcing entry into certain financing transactions, a copy of which is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

 

On November 14, 2024, the Company also began utilizing a new investor presentation, a copy of which is furnished hereto as Exhibit 99.2 and is incorporated herein by reference.

The information set forth in this Item 7.01 and Exhibits 99.1 and 99.2 is being furnished to and not filed with the Securities and Exchange Commission and shall not be deemed as incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description of Document
99.1		Press Release dated November 14, 2024
99.2		Investor Presentation

 

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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: November 14, 2024	By:	/s/ Oliver Reeves
	Name:	Oliver Reeves
	Title:	Chief Financial Officer

 

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Surf Air Mobility Secures $50 Million Financing to Fund

Transformation Plan and Path to Profitability

 

Company Receives Four Year Term Loan from Comvest Partners, a Multi-Billion-Dollar Investment Management Firm

 

At SOFR +5%, Term Loan Lowers Company’s Cost of Capital and

Minimizes Dilution

 

Robust Cash Position Enables New Management Team to

Advance Four Phase Transformation Plan

 

LOS ANGELES – November 14, 2024 – Surf Air Mobility Inc. (NYSE: SRFM) (“the Company”), a leading regional air mobility platform, today announced the closing and funding of its new Senior Secured Term Loan from a multi-billion-dollar investment management firm. The new facility is comprised of (i) a $44.5 million term loan, which was fully funded today, and (ii) a $5.5 million delayed draw term loan to be used for interest payments over the first 18 months.

Oliver Reeves, Chief Financial Officer, said: “Today we have fundamentally restructured our balance sheet – addressing our near-term liquidity constraints, lowering our cost of capital, minimizing potential dilution under our equity share subscription facility, and repositioning Surf Air Mobility for profitable growth. Alongside this transaction, we have reduced liabilities and, as a result, have significantly strengthened our balance sheet. We are now poised to optimize the structure of our business and capitalize on the opportunities before us.”

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This financing is a catalyst for the Company to initiate the next phase of its transformation which will allow the Company to achieve its long-term goal of introducing software and electrified aircraft to become the world’s premiere regional air mobility platform.

The 4-phase transformation plan includes:

•

Phase 1: Transformation (complete) – Improved capital structure, strengthened balance sheet, put a new management team in place, and realized operational synergies from the Southern Airways merger

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Phase 2: Optimization (2025-2026) – Optimize airline operations, recalibrate the On Demand business, and drive efficiencies from SurfOS

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Phase 3: Expansion (2026-2027) – Rapidly expand tier 1 routes by leveraging improved business infrastructure and proprietary software developed with Palantir Technologies (NYSE: PLTR)

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Phase 4: Acceleration (2027+) – Grow revenue and margins by implementing electrification technologies and expanding technology platform

Deanna White, Interim CEO and Chief Operating Officer, said: “As we enter the next phase of our transformation plan, we are focused on optimizing operations and capital allocation to meaningfully improve profitability in the near term. As we look further ahead, phases three and four of our plan will allow us to become the technology-enabled platform best positioned to capture a significant share of the $75B+ global regional air mobility market.”

The Company noted that a copy of its term loan agreement and related agreements will be filed with the Securities Exchange Commission on November 14, 2024.

 

Contacts

For Press:
[e-mail]

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For Investors:
[e-mail]

Source: Surf Air Mobility Inc.

 

About Surf Air Mobility

Surf Air Mobility is a Los Angeles-based regional air mobility platform and the largest commuter airline in the U.S. by scheduled departures as well as the largest passenger operator of Cessna Caravans in the U.S. In addition to its airline operations, Surf Air is currently developing an AI powered airline software operating system and is working toward certification of electric powertrain technology. We plan to offer our technology solutions to the entire regional air mobility industry to improve safety, efficiency, profitability and reduce emissions.

 

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 transaction; Surf Air Mobility’s implementation of its transformation strategy; Surf Air Mobility’s ability to anticipate the future needs of the air mobility market; future trends in the aviation industry, generally; Surf Air Mobility’s profitability and future financial results; and Surf Air Mobility’s balance sheet and liquidity. Readers of this release should be aware of the speculative nature of forward-looking statements. These statements are based on the beliefs of Surf Air Mobility’s management as well as assumptions made by and information currently available to Surf Air Mobility and reflect 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: Surf Air Mobility’s future ability to pay contractual obligations and liquidity will depend on

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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 its advanced air mobility software platform, 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 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 Surf Air Mobility files with the Securities Exchange Commission (“SEC”), and investors are urged to review those periodic reports and 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.

 

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Cover	Nov. 14, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 14, 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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