Surf Air Mobility Inc 8-K, filed Sep 30, 2026
Surf Air Mobility Inc. (SRFM)
About this 8-K
Surf Air Mobility Inc filed this 8-K on September 30, 2026, reporting on events of September 29, 2026.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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)
|
|
|||
(State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
(
(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:
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
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: |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered: |
|
|
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 8.01 Other Events
On September 30, 2026, Surf Air Mobility Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement to the base prospectus included in the Company’s registration statement on Form S-3 (File No. 333-291485) (the “Registration Statement”) to register the issuance of 4,644,922 shares of the Company’s common stock, par value $0.0001 per share, which the Company issued as consideration for license fees and related professional services rendered by Palantir Technologies Inc. (“Palantir”) pursuant to the Company’s existing software license agreement with Palantir.
The Company is filing this Current Report on Form 8-K to provide the legal opinion of its counsel, Gibson, Dunn & Crutcher LLP, which opinion is attached hereto as Exhibit 5.1 and is incorporated by reference herein and in the Registration Statement.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number |
|
Exhibit Title or Description |
5.1 |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL) |
1
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.
|
SURF AIR MOBILITY INC. |
|
|
|
|
Date: September 30, 2026 |
By: |
/s/ Deanna White |
|
Name: |
Deanna White |
|
Title: |
Chief Executive Officer |
2
September 29, 2026
Surf Air Mobility Inc.
12111 S. Crenshaw Blvd.
Hawthorne, California 90250
Re: Surf Air Mobility Inc.
Registration Statement on Form S-3 (File No. 333-291485)
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3, File No. 333-291485 (the “Registration Statement”) of Surf Air Mobility Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the prospectus supplement dated September 29, 2026 (the “Prospectus Supplement”) to the prospectus dated November 19, 2025, relating to the registration and issuance by the Company of 4,644,922 shares (the “Shares”) of the Company’s common stock (the “Common Stock”), par value $0.0001 per share, as consideration for license fees and related professional services rendered by Palantir Technologies Inc. (“Palantir”) pursuant to the Company’s existing software license agreement with Palantir (the “License Agreement”).
In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of specimen Common Stock certificates and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued pursuant to the License Agreement, will be validly issued, fully paid and non-assessable.
The opinions expressed above are subject to the following exceptions, qualifications, limitations and assumptions:
A. The effectiveness of the Registration Statement under the Securities Act will not have been terminated or rescinded.
B. We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (“DGCL”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL as currently in effect and have made such inquiries as we consider necessary to render the opinions herein. This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP