Surf Air Mobility Inc美股招股说明书(2025-11-24版)

3,975,901 Shares of Common Stock Issuable Upon Exercise of Warrants We are offering 3,975,901shares of our common stock, par value $0.0001 per share, issuable upon the exercise of 3,975,901warrants originally issued on November 12, 2025 in a registered direct offering (the “warrants”). Each warrant has a per share exercise price of $3.32. The warrants are currently exercisable and will expire on the secondanniversary of the original issuance date. The warrants were initially exercisable solely on a cashless basis but will become Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “SRFM.” On November 21, 2025, thelast reported sale price for our common stock on NYSE was $2.07 per share. We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply withreduced public company reporting requirements. See "Prospectus Supplement Summary – Our Corporate Information." Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-3 of this prospectussupplement and page 8 of the accompanying prospectus, as well as the section captioned “Risk Factors” in our mostrecently filed Annual Report on Form 10-K and any subsequent periodic or current report we file with the Securities and Neither the SEC nor any state or foreign securities commission or regulatory authority has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. The date of this prospectus supplement is November 24, 2025 TABLE OF CONTENTS Prospectus Supplement PROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGS Prospectus ABOUT THIS PROSPECTUS ABOUT SURF AIR MOBILITY INC.RISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of these offerings.The second part, the accompanying prospectus, gives more general information, some of which may not apply to these offerings. Inthe event that the description of these offerings varies between this prospectus supplement and the accompanying prospectus, youshould rely on the information contained in this prospectus supplement. Generally, when we refer to the prospectus, we are We have not authorized anyone to provide you with information other than that contained in this prospectus supplement, theaccompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Wetake no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give to you.We are offering to sell, and seeking offers to buy, securities only in jurisdictions where offers and sales are permitted. Theinformation contained in this prospectus supplement is accurate only as of the date of this prospectus supplement, regardless of the No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession ordistribution of this prospectus supplement and the accompanying prospectus in that jurisdiction. Persons who come into possessionof this prospectus supplement and the accompanying prospectus in jurisdictions outside the United States are required to inform PROSPECTUS SUPPLEMENT SUMMARY The items in the following summary are described in more detail later in this prospectus supplement and theaccompanying prospectus. This summary provides an overview of selected information and does not contain all ofthe information you should consider before buying our securities. Therefore, you should read the entire prospectussupplement and the accompanying prospectus carefully, including the information in our filings with the SEC,incorporated by reference herein, before deciding to invest in our securities. Investors should carefully consider theinformation set forth under “Risk Factors” beginning on page S-3 of this prospectus supplement and page 8 of the Overview We are a regional air mobility platform that aims to sustainably connect communities. We intend to accelerate theadoption of green flying by developing, together with our commercial partners, fully-electric and hybrid-electricpowertrain technology to upgrade existing fleets, and by creating a financing and services infrastructure to enablethis transition on an industry-wide level.We believe bringing electrified aircraft to market at scale will Our Corporate Information We were originally founded in 2011 and incorporated in 2021 in Delaware.Our principal executive offices arelocated at 12111 S. Crenshaw Blvd., Hawthorne, CA 90250, and our telephone number is (424) 332-5480.Ourwebsite address is www.surfair.com. Information contained on or accessible through our websi