SRFM Surf Air Mobility Inc

As filed with the Securities and Exchange Commission on August 14, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Surf Air Mobility Inc.

(Exact name of registrant as specified in its charter)

Delaware		36-5025592
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Surf Air Mobility Inc.

12111 S. Crenshaw Blvd.
Hawthorne, CA 90250
(Address, including zip code, of Principal Executive Offices)

Surf Air Mobility Inc. Amended and Restated 2023 Equity Incentive Plan

(Full title of the plan)

Carl Albert

Surf Air Mobility Inc.
12111 S. Crenshaw Blvd.
Hawthorne, CA 90250
(424) 332-5480

(Name, address and telephone number, including area code, of agent for service)

COPY TO:

Sean C. Feller, Esq.

Gibson, Dunn & Crutcher LLP

2029 Century Park East, Suite 4000

Los Angeles, CA 90067-3026

Telephone: (310) 552-8500

Facsimile: (310) 551-8741

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☒		Smaller reporting company	☒
			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 7(a)(2)(B) of the Securities Act. ☐

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EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Surf Air Mobility Inc. (the “Registrant”) pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 11,307,522 shares of its common stock, par value $0.0001 per share (“Common Stock”), issuable under the Surf Air Mobility Inc. Amended and Restated 2023 Equity Incentive Plan (the “2023 Plan”), which includes (i) 3,807,522 shares of Common Stock added as an automatic annual increase pursuant to the evergreen provision in the 2023 Plan and (ii) 7,500,000 shares of Common Stock that were approved by the Registrant’s stockholders at the Registrant’s 2024 annual meeting of stockholders (collectively, the “New Shares”). The New Shares are in addition to the 7,500,000 shares of Common Stock registered on the Registrant’s Form S-8 (the “Prior Registration Statement”) previously filed with the Securities and Exchange Commission (the “Commission”) on July 26, 2023 (File No. 333-273444) with respect to the 2023 Plan.

 

As permitted by General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Prior Registration Statement, including all exhibits filed therewith or incorporated therein by reference, to the extent not otherwise amended or superseded by the contents hereof.

 

PART II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit Number		Description of Exhibit
4.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed on March 29, 2024).
4.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K filed on March 29, 2024).
5.1*		Opinion of Gibson, Dunn & Crutcher LLP.
23.1*		Consent of PricewaterhouseCoopers LLP.
23.2*		Consent of Counsel (included in Exhibit 5.1).
24.1*		Power of Attorney (included on signature page hereto).
99.1		Surf Air Mobility Inc. Amended and Restated 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 27, 2024).
107*		Filing Fee Table.

*Filed herewith.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hawthorne, State of California, on August 14, 2024.

	SURF AIR MOBILITY INC.
	By:	/s/ Deanna White
		Deanna White
		Interim Chief Executive Officer and Chief Operating Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Deanna White and Oliver Reeves, acting individually and without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

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Signature		Title		Date
/s/ Deanna White		Interim Chief Executive Officer and Chief Operating Officer (Principal Executive Officer)		August 14, 2024
Deanna White
/s/ Oliver Reeves		Chief Financial Officer (Principal Financial and Accounting Officer)		August 14, 2024
Oliver Reeves
/s/ Carl Albert		Chairman of the Board		August 14, 2024
Carl Albert
/s/ Sudhin Shahani		Co-Founder and Director		August 14, 2024
Sudhin Shahani
/s/ Tyrone Bland		Director		August 14, 2024
Tyrone Bland
/s/ John D’Agostino		Director		August 14, 2024
John D’Agostino
/s/ Bruce Hack		Director		August 14, 2024
Bruce Hack
/s/ Edward Mady		Director		August 14, 2024
Edward Mady
/s/ Tyler Painter		Director		August 14, 2024
Tyler Painter
/s/ Stan Little		Director		August 14, 2024
Stan Little

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August 14, 2024

Surf Air Mobility Inc. 12111 S. Crenshaw Blvd. Hawthorne, CA 90250

Re: Surf Air Mobility Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”), of Surf Air Mobility Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 11,307,522 shares of the Company’s Common Stock, par value $0.0001 per share (the “Shares”), available for issuance pursuant to the Surf Air Mobility Inc. Amended and Restated 2023 Equity Incentive Plan (the “Plan”).

 

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 the Plan and such other documents, corporate records of the Company, certificates of officers of the Company and of public officials and other documents as we have deemed necessary or advisable to enable us to render this opinion. 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. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.

 

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued and sold in accordance with the terms set forth in the Plan and against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.

 

We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). This opinion is limited to the effect of the current state of the DGCL and to the facts as they

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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. 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

 

 

 

 

 

 

 

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Surf Air Mobility Inc. of our report dated March 29, 2024 relating to the financial statements which appears in Surf Air Mobility Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023.

 

/s/ PricewaterhouseCoopers LLP
Los Angeles, California
August 14, 2024

 

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Exhibit 107

CALCULATION OF FILING FEE TABLE

Form S-8

(Form Type)

Surf Air Mobility Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered (1)		Proposed Maximum Offering Price Per Unit (2)		Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity		Common Stock, par value of $0.0001		Rule 457(a)		11,307,522 (3)	$	0.29	$	3,279,181		$147.60 per $1,000,000	$	484.01
Total Offering Amounts						11,307,522			$	3,279,181			$	484.01
Total Fee Offsets													$	0.00
Net Fee Due													$	484.01

 

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v3.24.2.u1

Submission	Aug. 14, 2024
Submission [Line Items]
Central Index Key	0001936224
Registrant Name	Surf Air Mobility Inc.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES
Securities 424I N/A	N/A

v3.24.2.u1

Offerings - Offering: 1	Aug. 14, 2024 USD ($)
Offering:
Fee Previously Paid	false
Rule 457(a)	true
Security Type	Equity
Security Class Title	Common Stock, par value of $0.0001
Amount Registered	11,307,522
Proposed Maximum Offering Price per Unit	0.29
Maximum Aggregate Offering Price	$ 3,279,181
Fee Rate	0.01476%
Amount of Registration Fee	$ 484.01
Offering Note	(1) This Registration Statement covers, in addition to the number of shares of Surf Air Mobility Inc., a Delaware corporation (the “Company”), common stock, par value $0.0001 per share (the “Common Stock”), stated above, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the Surf Air Mobility Inc. Amended and Restated 2023 Equity Incentive Plan (the “2023 Plan”) as a result of one or more adjustments under the 2023 Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.   (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on the average of the high and low sales price of the Common Stock, as quoted on the New York Stock exchange on August 12, 2024.         (3) Represents (i) 3,807,522 shares of Common Stock added to the 2023 Plan as a result of the “evergreen” provision therein and (ii) 7,500,000 shares of Common Stock added to the 2023 Plan and approved by the Company’s stockholders at the Company’s 2024 annual meeting of stockholders.

v3.24.2.u1

Fees Summary	Aug. 14, 2024 USD ($)
Fees Summary [Line Items]
Total Offering	$ 3,279,181
Total Fee Amount	484.01
Total Offset Amount	0
Net Fee	$ 484.01

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