Surf Air Mobility Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 26, 2025

SURF AIR MOBILITY INC.

(Exact name of registrant as specified in its charter)

12111 S. Crenshaw Blvd.

Hawthorne, CA 90250

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (424) 332-5480

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

On June 26, 2025, Surf Air Mobility Inc. (“we” or the “Company”) held our 2025 annual stockholders’ meeting (the “Annual Meeting”) at which holders of the Company’s common stock as of the close of business on April 28, 2025 (the “Record Date”) were entitled to vote. As of the close of business on the Record Date, there was a total of 19,279,660 shares of the Company’s common stock issued and outstanding.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 23, 2025, our Board of Directors approved the Surf Air Mobility Inc. Amended and Restated 2023 Equity Incentive Plan to increase the share reserve by an additional 3,500,000 shares (the “Amended and Restated Plan”), subject to stockholder approval. The Company’s stockholders approved the Amended and Restated Plan at the Annual Meeting.

The foregoing descriptions of the terms of the Amended and Restated Plan are qualified in their entirety by reference to the full text of the Amended and Restated Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) On June 26, 2025, we held the Annual Meeting.

(b) At the Annual Meeting, each of our Class B director nominees was elected and the other proposals voted on were approved. The final voting results are set forth below:

1. Elect David Anderman, John D'Agostino and Edward Mady as Class B members of our Board of Directors

Our stockholders elected each of the following as a Class B director of our board of directors, to serve for a three-year term expiring at our annual stockholders’ meeting in 2028, or until his respective successor is duly elected and qualified. The vote tally was as follows:

2. Ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025

Our stockholders voted to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2025. The vote tally was as follows:

3. Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a reverse stock split ratio ranging from 2:1 to 5:1, inclusive.

Our stockholders voted to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a reverse stock split ratio ranging from 2:1 to 5:1, inclusive. The vote tally was as follows:

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

Our stockholders voted to approve the Amended and Restated Plan. The vote tally was as follows:

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.