SEC Comment Letter 0000000000-23-009614 to SURF AIR MOBILITY INC. (SRFM)
SURF AIR MOBILITY INC.
Date: Aug. 31, 2023 · CIK: 0001936224 · Accession: 0000000000-23-009614
AI Filing Summary & Sentiment
Reasoning
Letter
United States securities and exchange commission logo August 30, 2023 Deanna White Chief Financial Officer SURF AIR MOBILITY INC. 12111 S. Crenshaw Blvd. Hawthorne, CA 90250 Re:SURF AIR MOBILITY INC. Draft Registration Statement on Form S-1 Submitted August 4, 2023 CIK No. 0001936224 Dear Deanna White: We have conducted a limited review of your draft registration statement. 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 any requested information and by publicly filing your registration statement and non-public draft submission 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 filed registration statement, we may have additional comments. Draft Registration Statement on Form S-1 Submitted August 4, 2023 Cover Page 1.Please revise to provide the offering price disclosure by Item 501(b)(3) of Regulation S-K. 2.Please revise disclosures that appear to relate to your direct listing IPO. For example, you disclose here that "[u]nlike an initial public offering, the resale by the Selling Stockholders is not being underwritten by any investment bank." You also disclose here that "[s]uch sales, if any, will be made through brokerage transactions on the New York Stock Exchange (the “NYSE”)," which is inconsistent with your Plan of Distribution disclosure on pages 172-173.
FirstName LastNameDeanna White Comapany NameSURF AIR MOBILITY INC. August 30, 2023 Page 2 FirstName LastName Deanna White SURF AIR MOBILITY INC. August 30, 2023 Page 2 General 3.Please revise this draft registration statement, as necessary, to reflect corresponding revisions made in response to our comments on the draft registration statement on Form S-1 that you filed concurrently with this draft registration statement. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. We also remind you that your registration statement must be on file no later than 48 hours prior to the requested effective date and time. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Irene Barberena-Meissner at (202) 551-6548 or Daniel Morris, Legal Branch Chief, at (202) 551-3314 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation
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United States securities and exchange commission logo
August 30, 2023
Deanna White
Chief Financial Officer
SURF AIR MOBILITY INC.
12111 S. Crenshaw Blvd.
Hawthorne, CA 90250
Re:SURF AIR MOBILITY INC.
Draft Registration Statement on Form S-1
Submitted August 4, 2023
CIK No. 0001936224
Dear Deanna White:
We have conducted a limited review of your draft registration statement. 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 any requested information and by publicly
filing your registration statement and non-public draft submission 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
filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 Submitted August 4, 2023
Cover Page
1.Please revise to provide the offering price disclosure by Item 501(b)(3) of Regulation S-K.
2.Please revise disclosures that appear to relate to your direct listing IPO. For example,
you disclose here that "[u]nlike an initial public offering, the resale by the Selling
Stockholders is not being underwritten by any investment bank." You also disclose here
that "[s]uch sales, if any, will be made through brokerage transactions on the New York
Stock Exchange (the “NYSE”)," which is inconsistent with your Plan of Distribution
disclosure on pages 172-173.
FirstName LastNameDeanna White
Comapany NameSURF AIR MOBILITY INC.
August 30, 2023 Page 2
FirstName LastName
Deanna White
SURF AIR MOBILITY INC.
August 30, 2023
Page 2
General
3.Please revise this draft registration statement, as necessary, to reflect corresponding
revisions made in response to our comments on the draft registration statement on Form
S-1 that you filed concurrently with this draft registration statement.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
We also remind you that your registration statement must be on file no later than 48 hours
prior to the requested effective date and time. Refer to Rules 460 and 461 regarding requests for
acceleration. Please allow adequate time for us to review any amendment prior to the requested
effective date of the registration statement.
Please contact Irene Barberena-Meissner at (202) 551-6548 or Daniel Morris, Legal
Branch Chief, at (202) 551-3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation