As filed with the Securities and Exchange Commission on August 14, 2024
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
(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
2029 Century Park East, Suite 4000
Los Angeles, CA 90067-3026
Telephone: (310) 552-8500
Facsimile: (310) 551-8741
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 11,307,522 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”), which includes (i) 3,807,522 shares of Common Stock added as an automatic annual increase pursuant to the evergreen provision in the 2023 Plan and (ii) 7,500,000 shares of Common Stock that were approved by the Registrant’s stockholders at the Registrant’s 2024 annual meeting of stockholders (collectively, the “New Shares”). The New Shares are in addition to the 7,500,000 shares of Common Stock registered on the Registrant’s Form S-8 (the “Prior Registration Statement”) previously filed with the Securities and Exchange Commission (the “Commission”) on July 26, 2023 (File No. 333-273444) with respect to the 2023 Plan.
As permitted by General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Prior Registration Statement, including all exhibits filed therewith or incorporated therein by reference, to the extent not otherwise amended or superseded by the contents hereof.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit | Description of Exhibit | |
4.1 | ||
4.2 | ||
5.1* | ||
23.1* | ||
23.2* | ||
24.1* | Power of Attorney (included on signature page hereto). | |
99.1 |
| |
107* |
*Filed herewith.
SIGNATURES
Pursuant to the requirements of 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 Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hawthorne, State of California, on August 14, 2024.
SURF AIR MOBILITY INC. | ||
By: | /s/ Deanna White | |
| Deanna White | |
| Interim Chief Executive Officer and Chief Operating 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 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 | Interim Chief Executive Officer and Chief Operating Officer (Principal Executive Officer) | August 14, 2024 | ||
Deanna White | ||||
/s/ Oliver Reeves | Chief Financial Officer (Principal Financial and Accounting Officer) | August 14, 2024 | ||
Oliver Reeves | ||||
/s/ Carl Albert |
| Chairman of the Board |
| August 14, 2024 |
Carl Albert |
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/s/ Sudhin Shahani | Co-Founder and Director | August 14, 2024 | ||
Sudhin Shahani | ||||
/s/ Tyrone Bland | Director | August 14, 2024 | ||
Tyrone Bland | ||||
/s/ John D’Agostino | Director | August 14, 2024 | ||
John D’Agostino | ||||
/s/ Bruce Hack |
| Director |
| August 14, 2024 |
Bruce Hack
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/s/ Edward Mady | Director | August 14, 2024 | ||
Edward Mady | ||||
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/s/ Tyler Painter | Director | August 14, 2024 | ||
Tyler Painter | ||||
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/s/ Stan Little |
| Director |
| August 14, 2024 |
Stan Little |
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