S-8

S-8 1 srfm-20260428.htm S-8 S-8

As filed with the Securities and Exchange Commission on April 30, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Surf Air Mobility Inc.

(Exact name of registrant as specified in its charter)


Delaware		36-5025592
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Surf Air Mobility Inc.

12111 S. Crenshaw Blvd.
Hawthorne, CA 90250
(Address, including zip code, of Principal Executive Offices)

Surf Air Mobility Inc. Amended and Restated 2023 Equity Incentive Plan

Surf Air Mobility Inc. Employee Stock Purchase Plan

(Full title of the plan)

Carl Albert

Surf Air Mobility Inc.
12111 S. Crenshaw Blvd.
Hawthorne, CA 90250
(424) 332-5480

(Name, address and telephone number, including area code, of agent for service)

COPY TO:

Sean C. Feller, Esq.

Gibson, Dunn & Crutcher LLP

2000 Avenue of the Stars, Suite 1200N

Los Angeles, CA 90067-4700

Telephone: (310) 552-8500

Facsimile: (310) 552-7000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Surf Air Mobility Inc. (the “Registrant”) pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 3,768,386 shares of its common stock, par value $0.0001 per share (“Common Stock”), issuable under the Surf Air Mobility Inc. Amended and Restated 2023 Equity Incentive Plan (the “2023 Plan”) and the Surf Air Mobility Inc. Employee Stock Purchase Plan (the “ESPP”), which includes (i) 3,654,101 shares of Common Stock added as an automatic annual increase pursuant to the evergreen provision in the 2023 Plan on January 1, 2026, and (ii) 114,285 shares of Common Stock added as an automatic annual increase pursuant to the evergreen provision in the ESPP on January 1, 2026 (collectively, the “New Shares”). The New Shares are in addition to the shares of Common Stock registered on the Registrant’s Registration Statements on Form S-8 (the “Prior Registration Statements”) previously filed with the Securities and Exchange Commission (the “Commission”) on July 26, 2023 (File No. 333-273444) with respect to the 2023 Plan and the ESPP, on August 14, 2024 (File No. 333-281555) with respect to the 2023 Plan, and on July 15, 2025 (File No. 333-288687) with respect to the 2023 Plan and the ESPP.

Item 3. Incorporation of Documents by Reference.

As permitted by General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Prior Registration Statements, including all exhibits filed therewith or incorporated therein by reference, to the extent not otherwise amended or superseded by the contents hereof.

The Registrant incorporates by reference the documents listed below and any filings it makes with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act (excluding information deemed to be furnished and not filed with the SEC), after the date on which the registration statement was initially filed with the SEC until all offerings under the registration statement of which this prospectus forms a part are completed or terminated:

•

The Registrant's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026.

PART II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

Item 8. Exhibits


Exhibit Number		Description of Exhibit
4.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed on March 29, 2024).
4.2		Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 19, 2024).
4.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K filed on March 29, 2024).
5.1*		Opinion of Gibson, Dunn & Crutcher LLP.
23.1*		Consent of PricewaterhouseCoopers LLP.
23.2*		Consent of Counsel (included in Exhibit 5.1).
24.1*		Power of Attorney (included on signature page hereto).
99.1		Surf Air Mobility Inc. Amended and Restated 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 27, 2025).
99.2		Surf Air Mobility Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.28 to Amendment No. 1 to the Registrant's Registration Statements on Form S-1 and Form S-4, filed on June 22, 2023).
107.1*		Filing Fee Table.

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hawthorne, State of California, on April 30, 2026.


	SURF AIR MOBILITY INC.

	By:	/s/ Deanna White
		Deanna White
		Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Deanna White and Oliver Reeves, acting individually and without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Deanna White	Chief Executive Officer (Principal Executive Officer)	April 30, 2026
Deanna White	Chief Executive Officer (Principal Executive Officer)	April 30, 2026

/s/ Oliver Reeves	Chief Financial Officer (Principal Financial and Accounting Officer)	April 30, 2026
Oliver Reeves		April 30, 2026

/s/ Carl Albert	Chairman of the Board	April 30, 2026
Carl Albert	Chairman of the Board

/s/ Sudhin Shahani	Co-Founder and Director	April 30, 2026
Sudhin Shahani	Co-Founder and Director	April 30, 2026

/s/ David Anderman	Director	April 30, 2026
David Anderman	Director	April 30, 2026

/s/ John D’Agostino	Director	April 30, 2026
John D’Agostino
	Director	April 30, 2026
/s/ Bruce Hack	Director	April 30, 2026
Bruce Hack
/s/ Edward Mady	Director	April 30, 2026
Edward Mady	Director	April 30, 2026

/s/ Tyler Painter	Director	April 30, 2026
Tyler Painter

/s/ Shawn Pelsinger	Director	April 30, 2026
Shawn Pelsinger

SEC Form S-8 filed by Surf Air Mobility Inc.