Surf Air Mobility Inc. Files Form 8-K Announcing Note Issuance and Unregistered Sale of Equity Securities

Hawthorne, CA – April 20, 2026 – Surf Air Mobility Inc. (“the Company”, NYSE: SRFM) has filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (SEC) to disclose significant recent events, which include the creation of a direct financial obligation and an unregistered sale of equity securities. Below, we break down the key developments and highlight important details for shareholders and potential investors.

Key Highlights from the Filing

• Issuance of Convertible Note: The Company has entered into a financing arrangement involving the issuance of a convertible note (“the Note”) to LAMVEN LLC, an accredited investor. The Note can be converted into shares of Surf Air Mobility’s common stock, subject to certain conditions and limitations.
• Unregistered Sale of Equity Securities: The shares of common stock to be issued upon conversion of the Note have not been registered under the Securities Act of 1933 and are being offered under the private placement exemption provided by Section 4(a)(2) of the Securities Act.
• Potential Dilution: The Note allows for conversion into common stock, which may result in dilution of existing shareholders’ equity, depending on the conversion terms and the amount converted.
• Trading Information: Surf Air Mobility’s common stock is listed on the New York Stock Exchange under the ticker symbol SRFM.
• Emerging Growth Company: Surf Air Mobility has indicated its status as an emerging growth company, which means it may rely on certain reduced disclosure requirements and has not yet opted out of the extended transition period for complying with new or revised accounting standards.

Details of the Note Issuance

• The Note’s issuance is subject to compliance with applicable securities laws and the receipt of customary investor representation letters from the lender.
• The number of shares of common stock issuable upon conversion of the Note is determined based on the Company’s most recent SEC filings, public announcements, or notices by the Company or its transfer agent.
• Upon request, the Company will promptly (within one business day) confirm the number of shares of common stock outstanding to the lender, both orally and in writing.
• The Note is only offered to LAMVEN LLC, an accredited investor, and is not available to the general public.

Important Shareholder Considerations

• Potential Price Sensitivity: The issuance of convertible debt that may convert into common stock can be price sensitive. If the Note is converted, it may increase the number of shares outstanding and potentially dilute existing shareholders, which could impact the share price.
• Regulatory Compliance: The Company is not required to, and has not, registered the Note or the shares for public sale. Sales or transfers of these securities are restricted unless registered or qualifying for an exemption, such as Rule 144 or Rule 144A.
• Emerging Growth Company Status: As an emerging growth company, Surf Air Mobility may take advantage of reduced reporting and compliance requirements, which may affect the level of public disclosure compared to more established issuers.

Summary Table

Conclusion

These developments represent a significant capital markets event for Surf Air Mobility Inc. The issuance of a convertible note and potential unregistered sale of equity securities may have a direct impact on the capital structure and could influence the stock price, depending on the market’s perception of dilution risk, the Company’s use of proceeds, and overall financial strategy.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the full SEC filing and consult with their financial advisor before making any investment decisions. The author and publisher are not responsible for any investment actions taken by readers.

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