SEC Comment Letter 0000000000-23-006841 to SURF AIR MOBILITY INC. (SRFM)
SURF AIR MOBILITY INC.
Date: June 27, 2023 · CIK: 0001936224 · Accession: 0000000000-23-006841
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-272403
Letter
United States securities and exchange commission logo June 27, 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 Registration Statement on Forms S-1 and S-4 Filed June 22, 2023 File No. 333-272403 Dear Sudhin Shahani: We have reviewed your amended 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 amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our June 16, 2023 letter. Amendment No.1 to Registration Statement on Forms S-1 and S-4 Background of the Southern Acquisition, page 84 1.We note your revised disclosure in response to prior comment 1 and reissue the comment. Please revise to quantify Southern's revenue in 2019. Also quantify the revenue growth reflected in Southern's projected 2020 revenue and describe related material assumptions. Principal and Registered Stockholders, page S-9 2.Footnote 8 to the Principal and Registered Stockholders table indicates that this registration statement is intended to cover the resale of of shares that have not yet been issued and will not be issued until the direct listing occurs or thereafter, including
FirstName LastNameSudhin Shahani Comapany NameSURF AIR MOBILITY INC. June 27, 2023 Page 2 FirstName LastName Sudhin Shahani SURF AIR MOBILITY INC. June 27, 2023 Page 2 1,300,000 shares to be issued to GEM in connection with the Initial GEM Issuance under the Share Subscription Facility, as amended, and 1,000,000 shares to be issued in connection with the GEM Purchase under the GEM Purchase Agreement. For each issuance, 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 139.13 of our Securities Act Sections Compliance and Disclosure Interpretations. You may contact Yolanda Guobadia, Staff Accountant, at 202-551-3562 or Robert Babula, Staff Accountant, at 202-551-3339 if you have questions regarding comments on the financial statements and related matters. Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 or Mitchell Austin, Staff Attorney, at 202-551-3574 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Jeeho Lee, Esq.
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United States securities and exchange commission logo
June 27, 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 Registration Statement on Forms S-1 and S-4
Filed June 22, 2023
File No. 333-272403
Dear Sudhin Shahani:
We have reviewed your amended 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 amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our June 16, 2023 letter.
Amendment No.1 to Registration Statement on Forms S-1 and S-4
Background of the Southern Acquisition, page 84
1.We note your revised disclosure in response to prior comment 1 and reissue the
comment. Please revise to quantify Southern's revenue in 2019. Also quantify
the revenue growth reflected in Southern's projected 2020 revenue and describe related
material assumptions.
Principal and Registered Stockholders, page S-9
2.Footnote 8 to the Principal and Registered Stockholders table indicates that this
registration statement is intended to cover the resale of of shares that have not yet been
issued and will not be issued until the direct listing occurs or thereafter, including
FirstName LastNameSudhin Shahani
Comapany NameSURF AIR MOBILITY INC.
June 27, 2023 Page 2
FirstName LastName
Sudhin Shahani
SURF AIR MOBILITY INC.
June 27, 2023
Page 2
1,300,000 shares to be issued to GEM in connection with the Initial GEM Issuance under
the Share Subscription Facility, as amended, and 1,000,000 shares to be issued in
connection with the GEM Purchase under the GEM Purchase Agreement. For each
issuance, 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 139.13 of our Securities
Act Sections Compliance and Disclosure Interpretations.
You may contact Yolanda Guobadia, Staff Accountant, at 202-551-3562 or Robert
Babula, Staff Accountant, at 202-551-3339 if you have questions regarding comments on the
financial statements and related matters. Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Mitchell Austin, Staff Attorney, at 202-551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Jeeho Lee, Esq.