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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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:
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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 1.01. Entry into a Material Definitive Agreement
As previously disclosed in its filing on Form 8-K filed July 1, 2026, on June 30, 2026, Surf Air Mobility Inc. (the “Company”), an institutional collateral agent (the “Collateral Agent”) and certain purchaser parties thereto (the “Purchasers”) entered into a Secured Purchase Agreement (the “Purchase Agreement”), pursuant to which the Purchasers purchased certain Senior Secured Debentures, with an aggregate face amount of $21.6 million (the “Secured Debentures”). The initial Secured Debenture with an aggregate principal amount of approximately $7 million was issued on June 30, 2026 and the issuance of the remaining balance of the Secured Debentures in an amount equal to approximately $14 million was subject to the satisfaction of certain closing conditions. The Collateral Agent, Purchasers, and the holders of the Company’s Senior Secured Convertible Note due 2027 with an initial aggregate principal amount of $16,857,142.89 and the Company’s Senior Secured Term Note due 2028, with an initial aggregate principal amount of $30,000,000, initially extended the deadline to satisfy the closing conditions from thirty (30) days following the date of the Purchase Agreement to forty (40) days and then forty-two (42) days. The closing conditions were satisfied on August 10, 2026. The Company will use the net proceeds from the issuance of the second tranche for general working capital purposes.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
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Exhibit Title or Description |
10.1 |
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Form of Modification Agreement and Allonge to Secured Debenture |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL) |
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: August 11, 2026 |
By: |
/s/ Deanna White |
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Name: |
Deanna White |
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Title: |
Chief Executive Officer |
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MODIFICATION AGREEMENT AND ALLONGE
This MODIFICATION AGREEMENT AND ALLONGE (the “Modification”) is made and entered into among SOUTHERN AIRWAYS PACIFIC, LLC, AND SOUTHERN AIRWAYS EXPRESS, LLC, each a Delaware limited liability company (individually and collectively, “Company”), [Holder] (“Holder”), and JGB COLLATERAL, LLC, as Agent.
Recitals
A. Company executed in favor of Holder a certain Debenture due June 30, 2031, originally issued by Company on June 30, 2026, in an aggregate stated original principal sum of $[______] (the “Debenture”).
B. Company and Holder desire to modify the Debenture as provided herein.
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Holder hereby agree and amend and modify the Debenture as follows:
1. Definitions. Except as otherwise provided herein, terms defined in the Debenture shall have the same meaning when used herein. Terms defined in the singular shall have the same meaning when used in the plural and vice versa.
2. Modification of Debenture. The Debenture is hereby modified by adding the following legend at the top of the first page thereof:
This Debenture is subject to that certain Subordination and Intercreditor Agreement, dated as of August 10, 2026 (as the same may be amended, restated, amended and restated, supplemented, replaced, and/or otherwise modified in writing from time to time in accordance with its terms, the “Subordination Agreement”), to the extent, and in the manner, provided in the Subordination Agreement.
3. Attachment to Debenture. An original of this Modification shall be attached to the original Debenture as an allonge to the Debenture and made a part of the Debenture, provided, however, that failure to attach an original of this Modification as an allonge to the Debenture shall not impact the effectiveness of this Modification and this Modification shall nonetheless be valid, binding and enforceable.
4. Debenture Remains in Full Force and Effect. Except as expressly modified by this Modification, the Debenture and all Transaction Documents remain in full force and effect. All collateral securing the Debenture and other Transactions Documents shall continue to secure the Debenture, as modified, and the other Transaction Documents.
5. Transaction Document. The Debenture, as modified by this Modification, shall be a Transaction Document and all references in the Transaction Documents to the Debenture shall refer to the Debenture as modified by this Modification.
6. Integrated Agreement; Amendment. This Modification constitutes the entire agreement between Company and Holder concerning modification of the Debenture and may not be altered or amended except by written agreement signed by Company and Holder.
7. No Novation. This Modification is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction, and the Debenture as herein modified shall continue in full force and effect.
8. Counterparts. This Agreement may be executed in separate counterparts, all of which taken together shall constitute a single original instrument.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Modification to be executed as of the day and year first above written.
COMPANY:
SOUTHERN AIRWAYS PACIFIC, LLC
By: Southern Airways Corporation, its member
By:
Name:
Title:
SOUTHERN AIRWAYS EXPRESS, LLC
By: Southern Airways Corporation, its member
By:
Name:
Title:
HOLDER:
[HOLDER]
By:
Name:
Title:
ACCEPTED AND AGREED:
JGB COLLATERAL LLC, as Agent
By:
Name:
Title: