SRFM · Surf Air Mobility Inc.

Surf Air Mobility Inc. executed a securities purchase agreement on April 20, 2026, with LamVen LLC, an existing investor, and another institutional investor for 13,318,181 shares of common stock at $1.10 per share, alongside purchases by directors and officers of 257,353 shares at the April 17 NYSE closing price of $1.36 per share. The offering closed on April 21, 2026, under the company's effective S-3 shelf registration (File No. 333-291485), generating approximately $15 million in gross proceeds before deducting fees to financial advisor A.G.P./Alliance Global Partners and other expenses. With 84,315,976 shares outstanding as of April 17, 2026, this issuance significantly dilutes existing shareholders by roughly 16%. The Purchase Agreement includes standard representations, warranties, and closing conditions, plus a 30-day lock-up prohibiting further Common Stock issuances, agreements to issue, or new registration statements (except S-8 for equity plans or the related prospectus supplement). Cleary Gottlieb Steen & Hamilton LLP provided a legal opinion (Exhibit 5.1) confirming the shares are duly authorized, validly issued, fully paid, and nonassessable under Delaware law. This capital raise provides immediate liquidity, though specific uses of proceeds are not disclosed, and the restricted period offers short-term protection against dilution.