SURF AIR MOBILITY INC. 8-K

What Happened

• On June 26, 2026 Surf Air Mobility, Inc. announced an electric aircraft demonstration program in Hawaiʻi in partnership with BETA Technologies and with Hawaiian Airlines supporting evaluation activities. The company corrected an inaccurate press release subheader that had said it "became the first Part 135 operator to commercialize electric passenger flights"; the accurate statement is that it "plans to be the first Part 135 operator to commercialize electric passenger flights for scheduled service and On Demand charter." The company filed this Current Report on Form 8-K to correct that claim and posted the corrected information on its Investor Relations site.
• Separately, as previously disclosed, on June 30, 2026 Surf Air entered an Omnibus Amendment and Exchange Agreement to replace a Senior Secured Convertible Note originally issued Nov. 12, 2025. The company closed the transactions on July 1, 2026 and issued two new notes.

Key Details

• Press release date: June 26, 2026; correction furnished via Form 8-K for Regulation FD disclosure.
• Prior Note: initially $74,000,000 (issued Nov. 12, 2025); outstanding principal at exchange: $46,857,142.89.
• New Notes issued July 1, 2026: (1) New Senior Secured Convertible Note due 2027 — $16,857,142.89 aggregate principal; (2) New Senior Secured Term Note due 2028 — $30,000,000 aggregate principal.
• The corrected press language changes a past-tense commercialization claim to a forward-looking plan (“plans to be the first…”).

Why It Matters

• Product/strategy: The Hawaiʻi demo and partnership with BETA and Hawaiian Airlines signal progress toward Surf Air’s electric flight ambitions; the correction avoids overstating current operational status, which is important for evaluating near-term commercialization and regulatory milestones.
• Financials/capital structure: The exchange reduced the outstanding convertible note balance and replaced it with a smaller convertible note due 2027 and a $30M term note due 2028, which can affect near-term debt maturities, potential dilution (from the convertible portion), and liquidity planning.
• Investor takeaway: Monitor follow-up disclosures for operational milestones on electric flight demonstrations and for additional details on the rights, conversion terms, interest rates, and covenants of the New Notes to assess impacts on cash flow and dilution.