Surf Air Mobility Has Filed to Shorten Its Form S-1 Registration Period
August 21 2023 - 5:23PM
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.
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