SRFM

Business Context and Reporting Period

Company: Surf Air Mobility Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: March 31, 2025
Event Date: March 31, 2025 (Agreement); April 1, 2025 (Closing)
Context: The Company entered into a securities purchase agreement for a registered direct offering of common stock and pre-funded warrants.

Key Financial Metrics

Capital Raised: Approximately $5 million in gross proceeds.
Securities Issued:

• 1,860,000 shares of Common Stock at $2.50 per share.
• Pre-funded warrants to purchase up to 140,000 shares at $2.4999 per share.

Transaction Costs:

• Placement Agent Cash Fee: 7.0% of aggregate gross proceeds.
• Placement Agent Warrants: 100,000 shares at an exercise price of $3.125 per share.
• Expenses: Up to $50,000 for legal counsel and $15,950 for other out-of-pocket/clearing expenses.

Liquidity and Debt: The filing does not provide specific data on total cash balances, debt levels, or operating cash flow. The proceeds are intended to increase liquidity.

Material Changes

This filing reports a discrete capital event rather than a comparative period financial change. The primary material change is the increase in outstanding share count and the dilution associated with the issuance of 1,860,000 new shares and 140,000 pre-funded warrants, alongside the issuance of 100,000 placement agent warrants.

Guidance, Outlook, and Risks

Management Commentary: The Company utilized a shelf registration statement (File No. 333-284845) declared effective on March 26, 2025, to execute this offering.
Restrictions: The Company agreed to a 45-day "Restricted Period" following the closing date during which it cannot offer, sell, or dispose of any additional common stock or convertible securities.
Risks and Contingencies:

• Dilution to existing shareholders due to the new issuance.
• Future liability exposure related to indemnification of the Placement Agent.
• The filing explicitly states that representations and warranties in the agreement are not guarantees of the Company's current state of affairs for general stockholders.

Unusual Items: None reported beyond the standard terms of a registered direct offering.

Investor Verification Checklist

• Verify the final net proceeds after deducting the 7% placement fee and estimated expenses.
• Confirm the updated fully diluted share count including the new shares, pre-funded warrants, and placement agent warrants.
• Review the Company's cash runway and burn rate to assess the sufficiency of the $5 million raise.
• Check for any subsequent filings regarding the use of proceeds or changes in the 45-day restricted period.
• Examine the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific covenants or conditions precedent.