SEC Comment Letter 0000000000-23-007658 to SURF AIR MOBILITY INC. (SRFM)
SURF AIR MOBILITY INC.
Date: July 18, 2023 · CIK: 0001936224 · Accession: 0000000000-23-007658
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-272403
Letter
United States securities and exchange commission logo July 18, 2023 Sudhin Shahani Chief Executive Officer SURF AIR MOBILITY INC. 12111 S. Crenshaw Blvd. Hawthorne, CA 90250 Re:SURF AIR MOBILITY INC. Amendment No. 2 to Registration Statement on Forms S-1 and S-4 Filed July 3, 2023 Amendment No. 3 to Registration Statement on Forms S-1 and S-4 Filed July 13, 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. Amendment No. 3 to Registration Statement on Forms S-1 and S-4 Related Agreements and Transactions Management Incentive Plan , page 155 1.We note your disclosure that, as contemplated by the Southern Acquisition Agreement, SAM adopted an incentive plan that provides an opportunity for selected employees and other service providers of Southern and its subsidiaries to earn bonuses if Southern's revenue (as specified in the plan) over the 15-month and 27-month periods following the closing exceeds threshold levels set forth in the plan. Please revise to disclose the applicable revenue thresholds and file a copy of this incentive plan as an exhibit to your registration statement.
FirstName LastNameSudhin Shahani Comapany NameSURF AIR MOBILITY INC. July 18, 2023 Page 2 FirstName LastName Sudhin Shahani SURF AIR MOBILITY INC. July 18, 2023 Page 2 Principal and Registered Stockholders, page S-8 2.We note your response to our prior comment 2. Because the public listing is conditioned on the consummation of the Southern Airways acquisition, the GEM resale transactions effectively contain an additional condition beyond the filing or effectiveness of the registration statement. Please revise the registration statement to remove the resale transactions. 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
July 18, 2023
Sudhin Shahani
Chief Executive Officer
SURF AIR MOBILITY INC.
12111 S. Crenshaw Blvd.
Hawthorne, CA 90250
Re:SURF AIR MOBILITY INC.
Amendment No. 2 to Registration Statement on Forms S-1 and S-4
Filed July 3, 2023
Amendment No. 3 to Registration Statement on Forms S-1 and S-4
Filed July 13, 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.
Amendment No. 3 to Registration Statement on Forms S-1 and S-4
Related Agreements and Transactions
Management Incentive Plan , page 155
1.We note your disclosure that, as contemplated by the Southern Acquisition Agreement,
SAM adopted an incentive plan that provides an opportunity for selected employees and
other service providers of Southern and its subsidiaries to earn bonuses if Southern's
revenue (as specified in the plan) over the 15-month and 27-month periods following the
closing exceeds threshold levels set forth in the plan. Please revise to disclose the
applicable revenue thresholds and file a copy of this incentive plan as an exhibit to your
registration statement.
FirstName LastNameSudhin Shahani
Comapany NameSURF AIR MOBILITY INC.
July 18, 2023 Page 2
FirstName LastName
Sudhin Shahani
SURF AIR MOBILITY INC.
July 18, 2023
Page 2
Principal and Registered Stockholders, page S-8
2.We note your response to our prior comment 2. Because the public listing is conditioned
on the consummation of the Southern Airways acquisition, the GEM resale transactions
effectively contain an additional condition beyond the filing or effectiveness of the
registration statement. Please revise the registration statement to remove the resale
transactions.
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.