Surf Air Mobility Publicly Files Form S-1 Registration Statement Related to Previously Announced Funding from Gem Global Yield LLC SCS
19 Septiembre 2023 - 8:13AM
Business Wire
Surf Air Mobility Inc. (NYSE: SRFM) (“Surf Air Mobility” or
“Surf Air”), a regional air mobility platform aiming to sustainably
connect the world’s communities, today publicly filed a Form S-1
registration statement with the U.S. Securities and Exchange
Commission (“the SEC”) registering up to 25.0 million shares to
satisfy certain conditions associated with the previously disclosed
share subscription facility it has entered into with
Luxembourg-based Gem Global Yield LLC SCS (“GGY”).
Pursuant to the share subscription facility, upon the terms of
and subject to the satisfaction of certain conditions, Surf Air
Mobility will have the right from time to time at its option to
direct GGY to purchase up to a specified maximum amount of shares
of Surf Air Mobility common stock, up to a maximum aggregate
purchase price of $400 million, over a specified term. After the
initial advance of $7.5 million, Surf Air Mobility may request
advances of up to $25 million each under the share subscription
facility in an aggregate amount of up to $100 million. Any drawn
advance will reduce the amount that Surf Air can request for future
draw downs.
Surf Air Mobility intends to utilize the shares registered
pursuant to the Form S-1 registration statement to request advances
under the share subscription facility and satisfy other current
obligations to register shares previously issued to GGY. If all the
registered shares are not utilized at this time, they will remain
available for future advances under the share purchase facility, to
the extent such advances are requested by Surf Air Mobility. Surf
Air Mobility intends to request such advances as needed and in
increments aligned to the long-term growth of its business. The
Form S-1 registration statement does not represent the full amount
of shares that could be issued and sold to GGY under the share
subscription facility.
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 Company’s plans to draw down
and request advances under the share subscription facility. 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.
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.
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