Surf Air to Shorten Form S-1 Registration Period, Enabling Broader Investor Outreach and Effectively Locking Up Affiliate Shares
August 16 2023 - 4:02PM
Business Wire
Surf Air Mobility Executives to Participate in
Conferences and Non-Deal Roadshows with Financial Advisors
Affiliates Subject to Extended Restricted
Period with Significant Trading Limitation for Up to Approximately
7M Shares Until January, 2024
Surf Air Mobility Inc. (NYSE: SRFM), a regional air mobility
platform aiming to sustainably connect the world’s communities,
today announced that it intends to shorten the Form S-1
registration period for resales to September 1, 2023, in order
for:
- Management to present at institutional investor conferences and
host non-deal roadshows, in addition to other institutional
investor engagements
- Financial advisors to engage with institutional investors on
Surf Air’s behalf
- Affiliates and insiders to be effectively subject to an
extended restricted period in which up to 6,606,845 shares will not
be freely tradable until at least January 2024
- The 20,423,622 shares registered on the Form S-1, following the
end of the registration period, will no longer be able to be resold
using the Form S-1
Affiliates and insiders of the Company believe strongly in the
long-term value of the stock. The Form S-1 that was previously
filed with the SEC registered the resale of certain shares held by
the Company’s affiliates, and the shortening of the registration
period means that affiliates’ shares will not be freely tradable
until the company files a new registration statement. The lock-up
provisions as described in the Form S-1 will continue to apply.
With its direct listing on July 27, 2023, the Company is
currently in registration. As is typical with a direct listing,
financial advisors must limit their activities until the end of the
registration period. For this reason, in consulting with its
financial advisors and legal counsel, Surf Air Mobility has
determined to shorten the registration period of the resale of its
shares in order to enable its financial advisers to fully engage
with institutional investors shortly following the deregistration.
The earliest anticipated new end date for the registration period
is September 1, 20231.
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.
1 The prior end date for the registration period was October 23,
2023.
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