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March 10, 2023
Sudhin Shahani
Chief Executive Officer
SURF AIR MOBILITY INC.
12111 S. Crenshaw Blvd.
Hawthorne, CA 90250
Re:SURF AIR MOBILITY INC.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted February 9, 2023
CIK 0001936224
Dear Sudhin Shahani:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted February 9, 2023
Cover Page
1.On page 158, footnote 4 to the Principal and Registered Stockholders table indicates that
this registration statement is intended to cover the resale of several categories of shares
that have not yet been issued and will not be issued until the direct listing occurs or later.
For each category, please provide a detailed legal analysis explaining why you believe it is
appropriate to register the resale of those shares pursuant to this registration statement.  In
formulating your response, please consider Questions 139.06 and 139.11 of our Securities
Act Sections Compliance and Disclosure Interpretations.
2.Please revise your cover page to disclose whether the initial listing of your common stock
on the NYSE is conditioned on the Internal Reorganization and/or the Southern

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Acquisition.  Please also revise the disclosures in your prospectus summary and risk
factors accordingly.
3.We note your disclosure on page 165 that "[p]rior to the initial listing, no public market
existed for [your] Common Stock and [your] Common Stock had no history of trading in
private transactions."  However, on the cover page you state that "[t]here is only a limited
history of trading in [your] Common Stock in private transactions," and you indicate that
you will provide the high and low sale price per share of your common stock for such
private transactions for a certain period of time.  Please revise your disclosure throughout
the prospectus to clarify these inconsistencies.  If there is no history of trading in your
common stock in private placement transactions prior to listing, please explain and make
this clear.
Prospectus Summary, page 6
4.Please include a diagram showing your corporate structure immediately prior to and after
your initial listing.
Recent Developments
Second Amended and Restated Share Subscription Facility, page 9
5.We note your disclosure on page 131 that under the terms of the Share Subscription
Facility, GEM will purchase the shares at a per-share amount equal to 90% of the volume
weighted average trading price during the draw down pricing period.  Please also
include this disclosure here.
Risk Factors, page 19
6.We note the Ninth Circuit Court of Appeals decision in Pirani v. Slack Technologies, Inc.,
No. 20-16419 (9th Cir. 2021) addressing whether a plaintiff is required to trace their
purchase of shares to the shares registered pursuant to the registration statement in a direct
listing.  Please tell us what consideration you have given to including a risk factor
discussing the differences a tracing requirement could pose to securities liability
challenges brought under Section 11 for a direct listing versus a traditional IPO and the
impact that it would have on the company and potential investors.
SAM's collaboration with TAI for development of hybrid-electric powertrains for the Cessna
Grand Caravan EX and SAM’s relationship with TAI, page 35
7.Please revise to disclose that the effectiveness of your agreements with TAI are contingent
upon your shares being publicly traded on a U.S. national securities exchange.
If we are unable to obtain and maintain adequate facilities and infrastructure, including securing
access to key infrastructure, page 37
8.We note your disclosure that Surf Air and Southern lease and license access to passenger
terminal infrastructure from airport operators in the markets in which they operate, and

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that, while in the past Surf Air and Southern have entered into multi-year use and
occupancy agreements that have led to long-term uninterrupted usage, there can be no
assurance that will remain the case if utilization of and competition for the capacity of
these facilities increases in the future.  Please disclose the material terms of these multi-
year and occupancy agreements.  In addition, file copies of these agreements as exhibits to
your registration statement, or tell us why you do not believe they are material agreements
required to be filed pursuant to Item 601(b)(10) of Regulation S-K.
Surf Air has previously defaulted on its debt obligations and there can be no assurance that SAM
will be able to fulfill its obligations, page 44
9.Please revise to disclose Surf Air's prior defaults on its debt obligations.  We note your
disclosure on page 83.
Continued access to Essential Air Service revenue is of critical importance to Southern and
SAM, page 53
10.We note your disclosure that a reduction of EAS revenue, a loss of EAS contracts or a
change to or termination of the EAS program could have a material adverse effect on your
business, financial condition and results of operation.  Please disclose the material terms
of these EAS contracts.  In addition, file copies of these agreements as exhibits to your
registration statement, or tell us why you do not believe they are material agreements
required to be filed pursuant to Item 601(b)(10) of Regulation S-K.
The provisions of our Amended and Restated Certificate of Incorporation requiring exclusive
forum in the Court of Chancery, page 56
11.We note your disclosure that your Amended and Restated Certificate of Incorporation
provides that unless SAM consents in writing to the selection of an alternative forum, the
Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does
not have jurisdiction, the federal district court for the District of Delaware or other state
courts of the State of Delaware) will be the sole and exclusive forum for certain actions,
including derivative actions.  However, we note that this provision does not apply to
Securities Act claims based on your disclosure that your Amended and Restated
Certificate of Incorporation provides that federal district courts will be the sole and
exclusive forum for claims under the Securities Act.  Please disclose whether this
provision applies to actions arising under the Exchange Act.  In that regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought
to enforce any duty or liability created by the Exchange Act or the rules and regulations
thereunder.  If this provision does not apply to actions arising under the Exchange Act,
please also ensure that the exclusive forum provision in your Amended and Restated
Certificate of Incorporation states this clearly.

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Our listing differs significantly from a traditional underwritten initial public offering, page 57
12.We note several statements here and elsewhere throughout your prospectus that there
“will be no underwriters” or that the your "financial advisors are not acting as an
underwriters."  Please note that whether the financial advisors would be considered
statutory underwriters requires an analysis of the facts and circumstances.  Therefore,
please revise all of these references that imply the absence of underwriters, or that your
financial advisors are not considered underwriters, to clarify instead that the direct listing
does not involve a firm commitment underwriting.
Risks Related to Ownership of Our Common Stock, page 57
13.Please add a risk factor addressing the aggregate dilutive impact of the Conversions, the
Tuscan Payment, the Southern Acquisition, the Share Subscription Facility, the SAFE
Settlement and the Advisor Accruals on your shareholders.
Special Note Regarding Forward-Looking Statements, page 68
14.We note your references to forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995.  Please be advised that the safe harbor for
forward-looking statements is inapplicable in this context because you are not currently a
reporting company.  See Section 27A(a)(1) of the Securities Act.  Therefore, please either
delete all references to the Private Securities Litigation Reform Act or make it clear that
the safe harbor does not apply to this offering.
Market and Industry Data, page 70
15.We note your use of industry and market data in your prospectus, including your
prospectus summary and business sections, which appear derived from industry sources,
including "a 2019 study conducted by a third-party consulting firm" and "a study
conducted by a third-party consulting firm, using 2019 U.S. mobile device data."  Please
revise to include the names, dates and sources of these studies or reports.  Please also
provide us with supplemental support, or in the alternative provide citations, for all
statements that relate to your competitive position within your industry or your market
opportunity.  To the extent that you commissioned any of the third-party data that you use
in the prospectus, also provide the consent of the third-party in accordance with Rule 436.
Surf Air's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Results of Surf Air's Operations for the Six Months Ended June 30, 2022 and 2021, page 77
16.Provide a discussion and analysis of changes in fair value of financial instruments carried
at fair value, gain on extinguishment of debt, and net loss for the six months ended June
30, 2022 and 2021, as the changes in these line items are material for the periods

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presented.  Also, discuss the change in net loss for the year ended December 31, 2021 and
2020.  Refer to Item 303 of Regulation S-K.
Liquidity and Capital Resources, page 84
17.Please disclose your commitments for capital expenditures as of the end of the latest fiscal
period.  Refer to Item 303(b)(1)(ii)(A).
Southern's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Southern's Operations for the Six Months Ended June 30, 2022 and 2021, page 91
18.Provide a discussion and analysis of changes in net income (loss) for each period
presented.  Refer to Item 303 of Regulation S-K.
Internal Reorganization, Southern Acquisition and related transactions, page 101
19.We note your disclosure that the Company entered Simple Agreements for Future Equity
(“SAFEs”) for an aggregate amount of approximately $49 million, which provide, among
other things, for the conversion of such SAFEs into shares of common stock of SAM in
connection with the listing of SAM.  Please revise to describe the pricing terms for the
shares issuable under these agreements.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
4. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 110
20.Expand your disclosure in pro forma adjustment c) to describe the valuation techniques
and inputs used to determine the preliminary acquisition-date fair values for acquired EAS
contracts, trademarks and tradenames, including how you determined the estimated useful
lives of those assets.
21.Disclose the computations of the amounts and the related shares, as applicable, for the pro
forma adjustments f) and g) in the notes to unaudited pro forma condensed combined
financial information.  Also, disclose the applicable tax rates that support your income tax
adjustment k).
Large Addressable Market, page 117
22.We note your disclosure that the initial result of your alternative approach to create a high
granularity “zip-code to zip-code” view of demand based on mobile device location
data showed that 4.7 billion implied trips were taken during 2019 in the United States
between 50 and 500 miles across all modes of transportation, and that converting only 1%
of these trips, which you believe is a conservative assumption, and assuming additional
market catalyzation driven by the provision of a high frequency, green flying
solution, implies there is an approximate $22 billion to $33 billion opportunity for point-

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to-point regional air mobility solutions in the United States by 2030.  We also note your
disclosure that by applying a similar market assessment approach used to analyze the $30
billion U.S. market opportunity to other regions, you believe there is an additional
approximate $22 billion to $34 billion and approximate $92 billion to $139 billion
opportunity in the European Union and rest of the world, respectively, by 2030.  Please
provide us with supplemental support for these statements and clarify that these figures
relate to the estimated total market size for point-to-point regional air mobility solutions
and not your share of the market.
Key Agreements, page 127
23.You disclose that on September 15, 2022, SAM entered into the APA with TAI, pursuant
to which, SAM will purchase 100 specifically configured Caravans having an aggregate
purchase price in excess of $300 million, with an option to purchase an additional 50
specifically configured Caravans having an aggregate purchase price in excess of
$150 million, over the course of 7 years.  Please file a copy of this agreement as an
exhibit to your registration statement, or tell us why you do not believe it is a material
agreement required to be filed pursuant to Item 601(b)(10) of Regulation S-K.
Executive Compensation
2023 Equity Incentive Plan, page 149
24.We note your disclosure that you expect your board of directors to adopt a 2023 Equity
Incentive Plan prior to the consummation of this listing.  Please file a copy of your form
of 2023 Equity Incentive Plan as an exhibit to this registration statement when it is
available.
Principal and Registered Stockholders, page 158
25.Please update your beneficial ownership table to provide information as of the most recent
practicable date. Refer to Item 403 of Regulation S-K.
Sales Price History of our Capital Stock, page 165
26.We note your disclosure that the valuation presented in the table included here was
prepared by SAM and its financial advisors and is not indicative of the future trading price
of the Common Stock or the "valuation to be prepared by an independent third party."
Please clarify whether the valuation to be prepared by independent third party refers to the
valuation required under NYSE rules or a different valuation