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
Promissory Note
On April 20, 2026, the Company and two of its subsidiaries (such subsidiaries, the "Borrowers") entered into a promissory note with LamVen (the “Note”) in an aggregate principal amount of up to $15 million (the “Maximum Principal Amount”). Lender will advance funds (each, an "Advance") on request of the Company or any of the Borrowers; provided such Advances (i) may not exceed $5 million in each consecutive 90-day period commencing on April 20, 2026 and (ii) all Advances under the Note may not exceed the Maximum Principal Amount. The Borrowers' obligations under the Note are subject to a security interest on certain aircraft assets of Borrowers and their subsidiaries that may become party to the Note (collectively, the “Grantors”), including airframes, engines, propellers, helicopters, and aircraft records relating thereto, subject to certain exceptions (the “Collateral”). In addition to the security interest, the Company and its subsidiaries agree not to create, incur, or suffer to exist any lien, security interest, or encumbrance on the Collateral, subject to certain limitations. The maturity date of the Note is April 20, 2029. The Note is non-recourse to the Company, and LamVen’s sole remedy for any breach or default is limited to exercise of remedies against the Borrowers.
Upon the later of (i) July 19, 2026 and (ii) the date of an initial Advance under the Note, the Borrowers will pay an origination fee in the amount of $1.5 million. The Company may elect to satisfy such origination fee, in whole or in part, in shares of the Company's Common Stock (or pre-funded warrants in lieu thereof), valued at $1.274 per share, the average closing price for the five trading day period ended April 17, 2026. Outstanding principal will bear interest at a rate of 12.5% per annum, payable monthly in cash, shares of the Company’s Common Stock (or pre-funded warrants in lieu thereof), or both, at the Company's election. Interest payments in Common Stock will be valued at $1.274 per share. LamVen is also subject to certain beneficial ownership limitations, which may restrict the Company’s decision to satisfy any of the foregoing with shares of its Common Stock.
The foregoing descriptions of the Note are qualified in their entirety by reference to the full text of the form of the Note, copies of which are filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated by reference herein.
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 regarding the Note is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information disclosed in Item 1.01 of this Current Report on Form 8-K regarding the Note and the shares of Common Stock issuable under the Note is incorporated herein by reference. The Note and the shares of Common Stock issuable under the Note have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company is relying on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act for the offer and sale of such securities.
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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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: April 24, 2026 |
By: |
/s/ Deanna White |
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Name: |
Deanna White |
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Title: |
Chief Executive Officer |
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Exhibit 10.1
THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES THAT MAY BE ISSUABLE PURSUANT TO THIS Promissory NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION AND PROSPECTUS-DELIVERY REQUIREMENTS OF THE SECURITIES ACT.
PROMISSORY NOTE
Principal Amount: Up to $15,000,000 Dated as of April 20, 2026
FOR VALUE RECEIVED, SOUTHERN AIRWAYS EXPRESS, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Southern Express”) and SOUTHERN AIRWAYS PACIFIC, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Southern Pacific” and, together with Southern Express, the “Borrowers”), hereby jointly and severally promise to pay to LamVen LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Lender”), the aggregate principal amount of up to Fifteen Million and 00/100 Dollars ($15,000,000.00) (the “Maximum Principal Amount”), or such lesser amount as may be advanced to the Borrowers by Lender from time to time in accordance with Section 1 hereof (each such advance, an “Advance”, and the aggregate outstanding principal amount of all Advances, the “Loan”), together with accrued but unpaid interest (if any) and all other amounts payable hereunder, all on the terms and subject to the conditions set forth in this Promissory Note (this “Note”).
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Exhibit 10.1
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Exhibit 10.1
“Aircraft” means an aircraft, including its airframe and/or engine(s) and/or propeller(s), or a helicopter, including its helicopter engine(s), and all Parts and Aircraft Records relating thereto.
“Aircraft Records” means, with respect to any Aircraft, all flight records, logs, manuals, maintenance data and inspection, modification and overhaul records at any time required to be maintained with respect to such Aircraft in accordance with the rules and regulations of the FAA or the aviation authority of any relevant jurisdiction.
“Excluded Assets” includes (i) any property owned by a Grantor that is subject to a purchase money lien or a “capital lease” in accordance with GAAP permitted hereunder if the contractual obligation pursuant to which such lien is granted (or the document providing for such capital lease) prohibits the creation of a lien thereon or expressly requires the consent of any person other than a Grantor, unless such consent has been obtained or such prohibitions otherwise cease to exist, in which case such Collateral shall automatically become subject to the security interest granted hereunder, (ii) any General Intangibles (as defined in the NY UCC) or other right, title, or interest, in or otherwise arising under any contracts, instruments, licenses, leases or other documents as to which the grant of a security interest would violate or invalidate any such contract, instrument, license or other document or give any other party to such contract, instrument, license orother document the right to terminate its obligations thereunder, (iii) any asset, the granting of a security interest in which would be void or illegal under any applicable law, or pursuant thereto would result in, or permit the termination of, such asset, provided, that the property described in clauses (ii) and (iii) above shall only be excluded from the term “Collateral” to the extent the conditions stated therein are not rendered ineffective
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Exhibit 10.1
pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the NY UCC or any other applicable law; and (iv) those assets as to which the Lender and Borrowers reasonably determine that the costs of obtaining such security interests in such assets are excessive in relation to the benefit to the Lender of the security to be afforded thereby.
“Grantors” means: (i) each Borrower and (ii) each Subsidiary that becomes a party to this agreement as a Grantor on or after the date hereof.
“NY UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided, that to the extent that the Uniform Commercial Code is used to define any term herein and such term is defined differently in different Articles of the Uniform Commercial Code, the definition of such term contained in Article 9 shall govern.
“Parts” means, with respect to any Aircraft, any and all appliances, modules, parts, systems, components, assemblies, retables, instruments, appurtenances, accessories, furnishings, seats and other equipment of whatever nature which (a) are from time to time incorporated or installed in or attached to such Aircraft, or (b) having been so installed or attached, are later removed therefrom, so long as title thereto remains vested in the relevant Grantor after such removal from such Aircraft.
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Exhibit 10.1
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Exhibit 10.1
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Exhibit 10.1
[Remainder of Page Intentionally Left Blank]
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Exhibit 10.1
IN WITNESS WHEREOF, the parties have caused this Note to be duly executed and delivered as of the day and year first above written.
COMPANY:
SURF AIR MOBILITY INC.
By: ____________________________
Name: Deanna White
Title: CEO
Address: 5080 Spectrum Drive, Suite 250W
Addison, TX 75001
Email: [email protected]
With a copy to:
Address: c/o General Counsel
12111 Crenshaw Blvd.
Hawthorne, CA 90250
Email: [email protected]
BORROWERS:
SOUTHERN AIRWAYS EXPRESS, LLC
By: ____________________________
Name: Deanna White
Title: CEO
Address: 5080 Spectrum Drive, Suite 250W
Addison, TX 75001
Email: [email protected]
With a copy to:
Address: c/o General Counsel
12111 Crenshaw Blvd.
Hawthorne, CA 90250
Email: [email protected]
SIGNATURE PAGE 1
Exhibit 10.1
SOUTHERN AIRWAYS PACIFIC, LLC
By: ____________________________
Name: Deanna White
Title: CEO
Address: 5080 Spectrum Drive, Suite 250W
Addison, TX 75001
Email: [email protected]
With a copy to:
Address: c/o General Counsel
12111 Crenshaw Blvd.
Hawthorne, CA 90250
Email: [email protected]
SIGNATURE PAGE 3
Exhibit 10.1
LENDER:
LAMVEN LLC
By: ____________________________
Liam Fayed, President
Address: 240 Greenwich Avenue, 3rd Floor
Greenwich, CT 06830
Email: [email protected]
SIGNATURE PAGE 3