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Get filing alertsSurf Air Mobility secures up to $15M aircraft-backed debt facility at 12.5% interest
Filed April 24, 2026 · Period ending April 20, 2026 · ~1 min read
Key Changes
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Company borrowed up to $15M from LamVen, secured by aircraft assets including airframes, engines, and helicopters. Debt matures April 2029 and is non-recourse to parent company.
Item 1.01 verify on EDGAR → -
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12.5% annual interest payable monthly in cash or stock at company's election. Stock valued at $1.274/share could cause significant dilution if company chooses equity over cash payment.
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Lender can seize aircraft collateral upon default. Company agreed not to place additional liens on these assets, limiting future financing flexibility.
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$1.5M origination fee due by July 19, 2026, payable in cash or stock at $1.274/share. Advances limited to $5M per 90-day period.
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Securities issued via private placement exemption under Section 4(a)(2), meaning they cannot be freely traded without registration.
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Summary
Surf Air Mobility secured a $15 million debt facility from LamVen, backed by the company's aircraft fleet. The three-year note carries a 12.5% interest rate—substantially higher than typical corporate debt—and allows the company to pay monthly interest in stock rather than cash.
While this preserves cash, it could significantly dilute existing shareholders if the company consistently chooses equity payments at the fixed $1.274 per share valuation. The financing is non-recourse to the parent company but gives the lender security interests in critical operating assets: airframes, engines, propellers, and helicopters.
If the borrowing subsidiaries default, LamVen can seize these aircraft, potentially crippling operations. The company also agreed to restrictions on additional liens, limiting future financing options. Retail investors should monitor whether the company pays interest in cash or stock over coming months. Consistent stock payments would signal cash flow stress and accelerate dilution. Also watch for any amendments or defaults, as losing aircraft collateral would be catastrophic for an air mobility company's operations.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
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On April 20, 2026, the Company and two of its subsidiaries (such subsidiaries, the "Borrowers") entered into a promissory note with LamVen (the “Note”) in an aggregate principal amount of up to $15 million (the “Maximum Principal Amount”).
The company entered into a new promissory note allowing borrowings up to $15 million from LamVen. Advances are limited to $5 million per 90-day period. The note matures on April 20, 2029 and is non-recourse to the parent company, meaning the lender's remedies are limited to the borrowing subsidiaries.
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The Borrowers' obligations under the Note are subject to a security interest on certain aircraft assets of Borrowers and their subsidiaries that may become party to the Note (collectively, the “Grantors”), including airframes, engines, propellers, helicopters, and aircraft records relating thereto, subject to certain exceptions (the “Collateral”).
The debt is secured by the company's aircraft assets including airframes, engines, propellers, helicopters, and related records. This means the lender can seize these assets if the borrowers default. The company also agreed not to place additional liens on these assets subject to certain limitations.
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Outstanding principal will bear interest at a rate of 12.5% per annum, payable monthly in cash, shares of the Company’s Common Stock (or pre-funded warrants in lieu thereof), or both, at the Company's election.
The note carries a 12.5% annual interest rate payable monthly. The company can choose to pay interest in cash, stock, or a combination. There is also a $1.5 million origination fee due the later of July 19, 2026 or the first advance date, which can also be paid in stock valued at $1.274 per share.
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The Company may elect to satisfy such origination fee, in whole or in part, in shares of the Company's Common Stock (or pre-funded warrants in lieu thereof), valued at $1.274 per share, the average closing price for the five trading day period ended April 17, 2026.
Both the origination fee and monthly interest payments can be satisfied with shares of common stock valued at $1.274 per share (the five-day average closing price through April 17, 2026). This could result in significant dilution if the company chooses stock payment over cash, though beneficial ownership limitations may restrict this option.
Event · Item 2.03 — Creation of a Direct Financial Obligation
Company created a direct financial obligation (Note) as disclosed in Item 1.01, but Item 1.01 text is not provided in this filing excerpt.
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The information disclosed in Item 1.01 of this Current Report on Form 8-K regarding the Note is incorporated herein by reference.
The company disclosed the creation of a direct financial obligation or off-balance sheet arrangement involving a Note. The specific terms, amount, and counterparty details are referenced in Item 1.01 of this 8-K, which is not included in the provided excerpt. This indicates new debt or financing activity occurred on or around April 20, 2026.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Surf Air Mobility issued unregistered equity securities via a convertible note under private placement exemption.
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The Note and the shares of Common Stock issuable under the Note have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The company issued a convertible note and shares of common stock without SEC registration, relying instead on a private placement exemption under Section 4(a)(2) of the Securities Act. This means the securities were sold to a limited group of investors and cannot be freely traded in public markets without registration or another exemption.
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The Company is relying on the private placement exemption from registration provided by Section 4(a) (2) of the Securities Act for the offer and sale of such securities.
The company used Section 4(a)(2) private placement exemption to issue these securities, which typically involves sales to accredited or sophisticated investors without a public offering. This approach avoids the time and cost of SEC registration but limits the liquidity of the issued securities.
Event · Item 9.01 — Financial Statements and Exhibits
SURF AIR MOBILITY filed an 8-K disclosing a Form of Promissory Note, indicating new debt or financing arrangement.
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10.1
Form of Promissory Note
The company has disclosed a Form of Promissory Note as an exhibit. This indicates SURF AIR MOBILITY has entered into or is documenting a debt arrangement, though the 8-K body does not provide details on principal amount, interest rate, maturity, or lender identity. Investors should review the actual exhibit for terms.
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