Surf Air Mobility Announces Approximately 90% Reduction to Contemplated Future Equity Dilution

LOS ANGELES–December 12, 2024–Surf Air Mobility Inc. (NYSE:SRFM) (the “Company” or “Surf Air”), a leading regional air mobility platform, announced today that it anticipates reducing potential future equity dilution by approximately 90%. As part of its new financing strategy, with increased reliance on debt versus equity financing, the Company plans to amend the registration statement associated with its share subscription facility with GEM Global Yield LLC (“GEM”). The anticipated amendment, which will require Securities Exchange Commission review, will reflect the Company’s plan to significantly reduce its use of the equity backed GEM facility by reducing the number of shares registered by approximately 35.6 million shares.

Today’s announcement follows Surf Air’s recently announced $50M term loan, which enables the Company to continue to execute on its Transformation Plan without the need for the Company to draw significant funds from the GEM facility in the near term.

“This enhanced financing strategy, coupled with continued progress against our Transformation Plan, further positions the Company to achieve profitability in our airline operations in 2025 and to unlock shareholder value over time,” said Deanna White, CEO of Surf Air Mobility. “Our recent $50 million financing enabled us to recalibrate and streamline our business plan so that it will require less capital to achieve profitability in the short- to medium term. We are excited to deliver a far less dilutive outcome to our shareholders than was previously contemplated.”

The Company’s amended registration statement is expected to reflect the Company’s intention to access no more than $15 million in 2025 under the GEM facility going forward which, at current prices, represents approximately 4.4 million shares. The reduction of approximately 35.6 million shares that the Company would potentially issue under the GEM facility is equivalent to an approximate 90% reduction in potential dilution.

The Company has also strengthened its balance sheet through (a) an extension of other secured debt maturities to December 31, 2028, (b) a reduction in costs from achieving M&A synergies and the exit of certain unprofitable routes, and (c) a reduction to past liabilities. As a result, the Company has a substantially reduced cash burn.

As previously noted, during 2025 the Company intends to exit unprofitable flight routes, deploy four recently acquired new aircraft to more efficiently service certain routes, address maintenance backlogs, and leverage its SurfOS software platform to drive efficiencies. With a renewed focus on profitability of its airline operations over revenue growth in the coming year, the Company expects that revenue in 2025 will still exceed $100 million. Also, as previously noted, the Company expects that it will achieve profitability in its airline operations in 2025.

About Surf Air Mobility

Surf Air Mobility is a Los Angeles-based regional air mobility platform and the largest commuter airline in the U.S. by scheduled departures as well as the largest passenger operator of Cessna Caravans in the U.S. In addition to its airline operations, Surf Air Mobility is currently developing an AI powered airline software operating system and is working toward certification of electric powertrain technology. Surf Air Mobility plans to offer our technology solutions to the entire regional air mobility industry to improve safety, efficiency, profitability and reduce emissions.

Forward-Looking Statements

This Press Release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995., including statements regarding the anticipated benefits of the $50 million term loan financing; Surf Air’s implementation of its transformation strategy; Surf Air’s ability to anticipate the future needs of the air mobility market; future trends in the aviation industry, generally; Surf Air’s profitability and future financial results; and Surf Air’s balance sheet and liquidity. Readers of this release should be aware of the speculative nature of forward-looking statements. These statements are based on the beliefs of the Company’s management as well as assumptions made by and information currently available to the Company and reflect the Company’s current views concerning future events. As such, they are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among many others: Surf Air’s future ability to pay contractual obligations and liquidity will depend on operating performance, cash flow and ability to secure adequate financing; Surf Air’s limited operating history and that Surf Air has not yet manufactured any hybrid-electric or fully-electric aircraft; the electrified powertrain technology Surf Air plans to develop does not yet exist; 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’s development of electrified powertrains and its advanced air mobility software platform, 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’s growth; the inability of Surf Air’s customers to pay for Surf Air’s services; the inability of Surf Air 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, the risks associated with Surf Air’s obligations to comply with applicable laws, government regulations and rules and standards of the New York Stock Exchange; and general economic conditions. These and other risks are discussed in detail in the periodic reports that the Company files with the SEC, and investors are urged to review those periodic reports and the Company’s other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov, before making an investment decision. The Company assumes no obligation to update its forward-looking statements except as required by law.