Surf Air Mobility Has Filed to Shorten Its Form S-1 Registration Period

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Surf Air Mobility Inc. files post-effective amendment to shorten registration period, locking up affiliate shares. Affiliate shares remain unsold and will not be freely tradeable until a new registration statement is filed or they become eligible for an exemption. Offering will be terminated upon the effectiveness of the amendment.

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Locking up affiliate shares may limit liquidity and negatively impact stock price.

08/21/2023 - 06:23 PM

LOS ANGELES--(BUSINESS WIRE)-- Surf Air Mobility Inc. (the “Registrant”) (NYSE: SRFM), a regional air mobility platform aiming to sustainably connect the world’s communities, today announced that it has filed its previously announced post-effective amendment to shorten the Form S-1 registration period (the “Post-Effective Amendment”). This filing comes after the company announced last week that it would take this action in order to facilitate investor outreach and effectively lock up affiliate shares, as further described below.

The Post-Effective Amendment , on the date it is declared effective by the Securities and Exchange Commission (the “SEC”), will deregister all securities remaining unsold on the Registration Statement on Form S-1 or otherwise unissued under the Registration Statement on Form S-4 (No. 333-272403) (the “Registration Statement”), which was initially publicly filed with the SEC on June 5, 2023 and declared effective by the SEC on July 25, 2023. The Registrant anticipates requesting the Post-Effective Amendment to be declared effective by the SEC on September 1, 2023, which amendment is subject to review by the SEC.

The Registrant is filing the Post-Effective Amendment in order to shorten the effective period of the Registration Statement from October 23, 2023, the end date originally contemplated by the Registrant, to the date the Post-Effective Amendment is declared effective, which the Registrant anticipates to be September 1, 2023 (the “Effective Period”). The Registrant has determined to shorten the Effective Period in order to facilitate management engagement with institutional investors shortly following the end of the Effective Period.

The Registration Statement registered, among other securities, the resale of certain shares held by the Registrant’s affiliates. The shortening of the Effective Period means that the affiliate shares, 6,606,845 of which remain unsold, will not be freely tradeable until the Registrant files a new registration statement for the resale of such shares or they otherwise become eligible to rely on Rule 144 of the Securities Act or another exemption from registration. The Registrant anticipates these affiliate shares will be effectively locked-up, as they will be subject to stop transfer instructions with the Registrant’s transfer agent and registrar, until at least January 31, 2024, which is the earliest date the Registrant anticipates filing a new registration statement for the resale of affiliate shares. Additionally, the lock-up provisions in the Registrant’s charter documents and as described in the Registration Statement will continue to apply.

In connection with the foregoing, the offering pursuant to the Registration Statement will be terminated upon the effectiveness of the Post-Effective Amendment. In accordance with undertakings made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offering, the Registrant hereby removes from registration all securities that were registered but unsold or otherwise unissued under the Registration Statement as of the date of the effectiveness of the Post-Effective Amendment.

ABOUT SURF AIR MOBILITY

Surf Air Mobility is a Los Angeles-based regional air mobility platform expanding the category of regional air travel to reinvent flying through the power of electrification. In an effort to substantially reduce the cost and environmental impact of flying and as the operator of the largest commuter airline in the US, Surf Air Mobility intends to develop powertrain technology with its commercial partners to electrify existing fleets and bring electrified aircraft to market at scale. The management team has deep experience and expertise across aviation, electrification, and consumer technology.

Forward Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among other things, statements about: Surf Air Mobility’s ability to anticipate the future needs of the air mobility market; future trends in the aviation industry, generally; Surf Air Mobility’s future growth strategy and growth rate and its ability to access its financings, grow its fleet. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. These forward-looking statements include, without limitation, statements regarding the satisfaction of required conditions for the listing of the Surf Air Mobility common stock. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: 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 manufactured any hybrid-electric or fully-electric aircraft; the powertrain technology Surf Air Mobility plans to develop does not yet exist; the inability to maintain and strengthen Surf Air’s brand and its reputation as a regional airline; any accidents or incidents involving hybrid-electric or fully-electric aircraft; the inability to accurately forecast demand for products and manage product inventory in an effective and efficient manner; 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 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; changes in applicable laws or regulations, and the impact of the regulatory environment and complexities with compliance related to such environment; and other risks and uncertainties indicated in the prospectus. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. Although Surf Air Mobility believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Surf Air Mobility cannot guarantee future results, level of activity, performance or achievements and there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking statements and financial projections. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Surf Air Mobility does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Additional information regarding these and other factors that could affect SAM’s results is included in SAM’s SEC filings, which may be obtained by visiting the SEC’s website at www.sec.gov or the investor relations page on SAM’s website at https://investors.surfair.com under the “Financials—SEC Filings” section. Information contained on, or that is referenced or can be accessed through, our website does not constitute part of this document and inclusions of any website addresses herein are inactive textual references only.