SRFM 8-K
Surf Air Mobility Inc. (SRFM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction |
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(Commission File Number) |
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(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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: |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered: |
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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.
Item 2.02 Results of Operations and Financial Condition
On March 12, 2026, Surf Air Mobility Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter and year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1, are furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number |
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Exhibit Title or Description |
99.1 |
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104 |
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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.
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SURF AIR MOBILITY INC. |
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Date: March 12, 2026 |
By: |
/s/ Oliver Reeves |
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Name: |
Oliver Reeves |
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Title: |
Chief Financial Officer |
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Surf Air Mobility Reports Fourth Quarter and Full Year 2025 Financial Results and Announces Guidance for 2026
Company Guidance Forecasts 20% to 30% Year-over-Year Revenue Growth for 2026
Fourth Quarter Revenue of $26.4 Million, Within the Guidance Range of $25.5 Million to $27.5 Million
Fourth Quarter Adjusted EBITDA Loss of Just Under $8 Million, Within the Guidance Range of $8 Million to $6.5 Million
Full Year Revenue of $106.6 Million, Meeting Previously Raised Guidance of Revenue Exceeding $105 Million
Full Year Adjusted EBITDA Loss of $41.7 Million, Achieving Guidance of Profitable Airline Operations, Defined as Positive Adj. EBITDA
Company Is Positioned to Expand Platform Strategy in 2026
LOS ANGELES – March 12, 2026 – Surf Air Mobility Inc. (NYSE: SRFM) (“Surf Air Mobility” or the “Company”), a leading air mobility platform, today reported financial results for the fourth quarter and full year ended December 31, 2025 and announced guidance for 2026.
Deanna White, CEO of Surf Air Mobility, said: “2025 was a transformational year for Surf Air Mobility. The strategic investments we made in our operations, software, and capital structure have demonstrated measurable operational and financial improvements. Today, we are no longer resetting. We are pivoting to growth. In 2026, Surf Air Mobility intends to integrate its operational expertise, SurfOS infrastructure, and strategic partnerships into a technology-enabled platform designed to improve efficiency, reliability, and asset productivity across its own operations and the broader aviation ecosystem. Based on confidence in our operational expertise, SurfOS
infrastructure and technology-enabled platform, the Company is establishing 2026 revenue guidance 20 to 30 percent above the 2025 results.”
She continued, “Building on the operational and financial progress achieved in 2025, the Company believes it is well positioned to expand its technology and platform initiatives to create value for its customers and partners. And we’re intensely focused on turning that position into tangible value for our customers, our partners, and our investors.”
Fourth Quarter Financial Highlights:
Revenue
Net Income/Loss
Adjusted EBITDA
Full Year Financial Highlights:
Revenue
Net Loss
Adjusted EBITDA
Key Developments and Progress Against the Transformation Plan
In 2025, Surf Air Mobility continued progress against the Transformation Plan.
Phase 1: Transformation Phase Highlights
Phase 2: Optimization Phase Highlights
As a result of these investments and accomplishments, the Company significantly improved its airline operating efficiency, increased revenue with improved margins in its
On Demand charter business, and strengthened the foundation required for SurfOS commercialization in 2026.
Current Developments
Financial Outlook
Surf Air Mobility is providing the following financial guidance for the first quarter and full year 2026:
First Quarter 2026
Full year 2026
Conference Call
Surf Air Mobility will host a conference call today at 5:00 pm ET. Interested parties can register in advance to listen to the webcast here or can find a link on the ‘Events & Presentations’ section of our investor relations website.
Alternatively, listeners may dial into the call as follows:
North America - Toll-Free (800) 715-9871
International (Toll) - (646) 307-1963
Conference ID: 4775356
Join webcast: https://events.q4inc.com/attendee/759250854
About Surf Air Mobility
Surf Air Mobility is a Los Angeles-based air mobility platform. With its AI-enabled SurfOS software and electrification programs, Surf Air Mobility provides technology designed to support the modernization of air operations and the adoption of next-generation aircraft. The Company currently operates one of the largest commuter airlines in the United States by scheduled departures, which provides operational scale and real-world operating data to validate and deploy its software. Together, these capabilities position Surf Air Mobility as a leader shaping a more efficient, connected, and accessible future for aviation.
Surf Air Mobility Media Contacts
Press: [email protected]
Investors: [email protected]
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 Surf Air Mobility’s implementation of its transformation strategy; developments on key strategic initiatives; 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 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 commercialized software platforms for third-party sales or manufactured any hybrid-electric or fully-electric aircraft; Surf Air Mobility’s failure to realize the expected return on its significant investment in SurfOS due to development delays, technical challenges, or lack of market acceptance; any accidents or incidents involving hybrid-electric or fully-electric aircraft; 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 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.
Footnotes
Use of Non-GAAP Financial Measures: Surf Air Mobility uses Adjusted EBITDA to identify and target operational results which is beneficial to management and investors in evaluating operational effectiveness. Adjusted EBITDA is a supplemental measure of Surf Air Mobility’s performance that is not required by, or presented in accordance with, U.S. GAAP. Adjusted EBITDA is not a measurement of Surf Air Mobility’s financial performance under U.S. GAAP and should not be considered as an alternative to net income (loss) or any other performance measure derived in accordance with U.S. GAAP. Surf Air Mobility’s calculation of this non-GAAP financial measure may differ from similarly titled non-GAAP measures, if any, reported by other companies. This non-GAAP financial measure should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP.
Non-GAAP financial measures have limitations in their usefulness to investors because they have no standardized meaning prescribed by GAAP and are not prepared under any comprehensive set of accounting rules or principles. In addition, non-GAAP financial measures may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies.
Surf Air Mobility presents Adjusted EBITDA because it considers this measure to be an important supplemental measure of its performance and believes it is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in its industry. Management believes that investors’ understanding of Surf Air Mobility’s performance is enhanced by including this non-GAAP financial measure as a reasonable basis for comparing its ongoing results of operations.
Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024:
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December 31, |
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December 31, |
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Assets: |
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Current assets: |
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Cash |
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$ |
12,672 |
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$ |
21,107 |
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Accounts receivable, net |
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3,929 |
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4,257 |
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Prepaid expenses and other current assets |
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14,320 |
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8,511 |
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Total current assets |
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30,921 |
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33,875 |
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Restricted cash |
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10,091 |
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568 |
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Property and equipment, net |
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45,595 |
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42,213 |
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Intangible assets, net |
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20,067 |
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23,118 |
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Operating lease right-of-use assets |
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12,510 |
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17,046 |
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Finance lease right-of-use assets |
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809 |
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1,115 |
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Other assets |
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11,688 |
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6,123 |
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Total assets |
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$ |
131,681 |
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$ |
124,058 |
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Liabilities and Shareholders’ Deficit: |
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Current liabilities: |
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Accounts payable |
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$ |
18,437 |
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$ |
17,976 |
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Accrued expenses and other current liabilities |
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47,702 |
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45,496 |
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Deferred revenue |
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17,924 |
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17,393 |
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Current maturities of long-term debt |
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2,712 |
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2,543 |
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Operating lease liabilities, current |
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3,636 |
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4,120 |
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Finance lease liabilities, current |
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277 |
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265 |
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SAFE notes at fair value, current |
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5 |
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13 |
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Convertible notes at fair value, current |
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3,982 |
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— |
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Due to related parties, current |
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643 |
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1,804 |
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Total current liabilities |
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95,318 |
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89,610 |
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Long-term debt, net of current maturities |
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14,389 |
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59,883 |
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Convertible notes at fair value, long term |
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63,475 |
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7,347 |
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Operating lease liabilities, long term |
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8,714 |
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11,540 |
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Finance lease liabilities, long term |
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670 |
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948 |
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Due to related parties, long term |
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100 |
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50,457 |
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Other long-term liabilities |
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3,872 |
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24,270 |
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Total liabilities |
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$ |
186,538 |
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$ |
244,055 |
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Commitments and contingencies (Note 15): |
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Shareholders’ deficit: |
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Preferred Stock, $0.0001 par value; 50,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2025 and December 31, 2024 |
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— |
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— |
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Common stock, $0.0001 par value; 800,000,000 shares authorized as of both December 31, 2025 and December 31, 2024; 73,082,025 shares issued and outstanding as of December 31, 2025 and 16,933,692 shares issued and outstanding as of December 31, 2024 |
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7 |
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2 |
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Additional paid-in capital |
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733,135 |
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557,444 |
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Accumulated deficit |
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(787,999 |
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(677,443 |
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Total shareholders’ deficit |
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$ |
(54,857 |
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$ |
(119,997 |
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Total liabilities and shareholders’ deficit |
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$ |
131,681 |
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$ |
124,058 |
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Consolidated Statements of Operations for the Years Ended December 31, 2025 and December 31, 2024: (in thousands, except share and per share data):
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Year Ended |
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2025 |
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2024 |
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Revenue |
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$ |
106,557 |
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$ |
119,425 |
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Operating expenses: |
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Cost of revenue, exclusive of depreciation and amortization |
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102,376 |
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109,934 |
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Technology and development |
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10,299 |
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24,041 |
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Sales and marketing |
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8,177 |
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7,514 |
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General and administrative |
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53,285 |
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29,851 |
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Depreciation and amortization |
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9,294 |
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8,341 |
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Total operating expenses |
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183,431 |
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179,681 |
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Operating loss |
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$ |
(76,874 |
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$ |
(60,256 |
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Other income (expense): |
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Changes in fair value of financial instruments carried at fair value, net |
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$ |
(8,574 |
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$ |
(11,732 |
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Interest expense |
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(13,205 |
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(8,617 |
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Gain (loss) on extinguishment of debt |
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(3,904 |
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5,398 |
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Other income (expense) |
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(8,379 |
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12 |
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Total other income (expense), net |
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$ |
(34,062 |
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$ |
(14,939 |
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Loss before income taxes |
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(110,936 |
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(75,195 |
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Income tax (provision) benefit |
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380 |
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287 |
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Net loss |
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$ |
(110,556 |
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$ |
(74,908 |
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Net loss per share applicable to common shareholders, basic and diluted |
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$ |
(3.15 |
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$ |
(5.80 |
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Weighted-average number of common shares used in net loss per share applicable to common shareholders, basic and diluted |
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35,101,792 |
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12,910,341 |
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Unaudited Financial Measures; Reconciliation of Net Loss to Adjusted EBITDA for the Quarter and Year Ended December 31, 2025 and the Quarter and Year Ended December 31, 2024 (in thousands):
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Year Ended December 31, |
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2025 |
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2024 |
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Net Loss |
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$ |
(110,556 |
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$ |
(74,908 |
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Addback: |
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Depreciation and amortization |
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9,294 |
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8,341 |
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Interest expense |
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13,206 |
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8,617 |
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Income tax expense (benefit) |
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(380 |
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(287 |
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Stock-based compensation expense (1) |
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10,061 |
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(5,976 |
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Changes in fair value of financial instruments (2) |
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8,574 |
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11,732 |
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Gain on extinguishment of debt |
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3,904 |
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(5,398 |
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Transaction costs (3) |
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6,409 |
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1,246 |
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Data license fees (4) |
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— |
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12,500 |
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Incentive plan accruals (5) |
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4,772 |
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— |
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Restructuring costs and other (6) |
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12,984 |
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— |
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Adjusted EBITDA |
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$ |
(41,732 |
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$ |
(44,133 |
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(1) Represents non-cash expenses related to equity-based compensation programs, which vary from period to period depending on various factors including the timing, number, and the valuation of awards. |
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(2) Represents fluctuations in the fair value of financial instruments carried at fair value. The fair values of the convertible notes, derivative instruments, and liability classified warrants were based on the values of the notes, warrants, and derivatives modelled using third party participant assumptions. |
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(3)Represents direct, uncapitalized, costs associated with the closing of debt and equity transactions, including accounting, legal, and advisory costs. |
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(4) Represents costs related to initial license fees under the Textron Licensing Agreement. |
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(5)Represents accrued and unpaid amounts under short-term incentive plans, for which the achievement of adjusted EBITDA metrics is a consideration. |
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(6)Represents identified costs specific to the Company’s Transformation Plan, inclusive of the relocation of the Company's operations center, the exiting of unprofitable routes, and exiting of the Company's PC-12 fleet, as well as losses on the disposal of owned aircraft and finance charges associated with non-debt payables. |
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