Business Context and Reporting Period
Company: SURF AIR MOBILITY INC.
Filing Type: Form 8-K (Current Report)
Date of Report: April 20, 2026
Event: Entry into a Material Definitive Agreement (Promissory Note) and creation of a direct financial obligation.
Key Financial Metrics and Terms
- Facility Size: Up to $15 million aggregate principal amount.
- Drawdown Limits: Maximum $5 million per consecutive 90-day period.
- Interest Rate: 12.5% per annum on outstanding principal.
- Origination Fee: $1.5 million, payable on the later of July 19, 2026, or the date of the initial advance.
- Payment Flexibility: Interest and origination fees may be paid in cash, Common Stock, or pre-funded warrants at the Company's election.
- Stock Valuation: Shares/warrants valued at $1.274 per share (average closing price for the five trading days ended April 17, 2026).
- Maturity Date: April 20, 2029.
- Collateral: Security interest on specific aircraft assets (airframes, engines, propellers, helicopters, and records).
- Recourse: Non-recourse to the Company; lender remedies limited to Borrowers and Collateral.
Material Changes and Unusual Items
This filing represents a new material definitive agreement and a direct financial obligation not previously disclosed. The Company has entered into a secured debt facility with LamVen. The filing notes that the Note and associated equity securities are unregistered, relying on the Section 4(a)(2) private placement exemption. The filing text does not provide comparative financial metrics (revenue, profit, cash flow) as this is a transactional report rather than a periodic financial statement.
Guidance, Outlook, and Risks
- Equity Dilution Risk: The Company may satisfy the $1.5 million origination fee and interest payments with Common Stock or pre-funded warrants, subject to beneficial ownership limitations on the lender.
- Asset Encumbrance: The Company and subsidiaries are restricted from creating additional liens on the specified aircraft collateral.
- Liquidity Impact: While the facility provides access to capital, the 12.5% interest rate and potential equity issuance represent significant cost of capital considerations.
Investor Verification Checklist
- Verify the exact amount of the initial advance (if any) and the date of funding.
- Confirm the specific aircraft assets pledged as collateral and their current valuation.
- Monitor future filings for the election of payment method (cash vs. stock) to assess potential dilution.
- Review the full text of the Promissory Note (Exhibit 10.1) for detailed default provisions and covenants.
- Check for any subsequent filings regarding the $1.5 million origination fee payment status.