SecProbe.io

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 Surf Air Mobility Inc. 12111 S. Crenshaw Blvd. Hawthorne, CA 90250
 November 17, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington D.C. 20549 Attention: Irene Barberena-Meissner Re: Surf Air Mobility Inc. Registration Statement on Form S-3 (File No. 333-291485) Dear Ms. Barberena-Meissner: Surf Air Mobility Inc., a Delaware corporation (the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective date of the Company’s Registration Statement on Form S‑3 (File No. 333-291485) (the “Registration Statement”) be accelerated and that it be declared effective November 19, 2025 at 4:30 p.m. Eastern time, or as soon as practicable thereafter, unless we or our outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at some other time.   Please direct any questions regarding this filing to Peter Wardle of Gibson, Dunn & Crutcher LLP at (213) 229-7242. Sincerely, /s/ Deanna White   Deanna White Chief Executive Officer of Surf Air Mobility Inc.     cc: Peter Wardle, Gibson, Dunn & Crutcher LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 22, 2025

Deanna White
Chief Executive Officer
SURF AIR MOBILITY INC.
12111 S. Crenshaw Blvd.
Hawthorne, CA 90250

 Re: SURF AIR MOBILITY INC.
 Draft Registration Statement on Form S-3
 Submitted July 16, 2025
 CIK 0001936224
Dear Deanna White:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Irene Barberena-Meissner at 202-551-6548 with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Peter Wardle, Esq.
</TEXT>
</DOCUMENT>

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 Surf Air Mobility Inc. 12111 S. Crenshaw Blvd. Hawthorne, CA 90250
 May 9, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington D.C. 20549 Attention: Michael Purcell Re: Surf Air Mobility Inc. Registration Statement on Form S-3 (File No. 333-286807) Dear Mr. Purcell: Surf Air Mobility Inc., a Delaware corporation (the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective date of the Company’s Registration Statement on Form S‑3 (File No. 333-286807) (the “Registration Statement”) be accelerated and that it be declared effective May 13, 2025 at 4:30 p.m. Eastern time, or as soon as practicable thereafter, unless we or our outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at some other time.   Please direct any questions regarding this filing to Peter Wardle of Gibson, Dunn & Crutcher LLP at (213) 229-7242. Sincerely, /s/ Deanna White   Deanna White Chief Executive Officer of Surf Air Mobility Inc.     cc: Peter Wardle, Gibson, Dunn & Crutcher LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 8, 2025

Deanna White
Chief Executive Officer
Surf Air Mobility Inc.
12111 S. Crenshaw Blvd.
Hawthorne, CA 90250

 Re: Surf Air Mobility Inc.
 Registration Statement on Form S-3
 Filed April 29, 2025
 File No. 333-286807
Dear Deanna White:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Michael Purcell at 202-551-5351 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Peter W. Wardle
</TEXT>
</DOCUMENT>

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 Surf Air Mobility Inc. 12111 S. Crenshaw Blvd. Hawthorne, CA 90250
 March 24, 2025
 VIA EDGAR
 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington D.C. 20549 Attention: Cheryl Brown and Kevin Dougherty
 Re: Surf Air Mobility Inc. Registration Statement on Form S-3 (File No. 333-284845)
 Dear Ms. Brown and Mr. Dougherty:
 Surf Air Mobility Inc., a Delaware corporation (the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective date of the Company’s Registration Statement on Form S‑3 (File No. 333-284845) (the “Registration Statement”) be accelerated and that it be declared effective March 26, 2025 at 4:30 p.m. Eastern time, or as soon as practicable thereafter, unless we or our outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at some other time.

 Please direct any questions regarding this filing to Peter Wardle of Gibson, Dunn & Crutcher LLP at (213) 229-7242.
 Sincerely,
 /s/ Deanna White

 Deanna White
 Chief Executive Officer of Surf Air Mobility Inc.

 cc: Peter Wardle, Gibson, Dunn & Crutcher LLP

CORRESP
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  CORRESP

  March 3, 2025

  By EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Energy & Transportation

  100 F St. NE

  Washington, DC 20549

  Attention:  Cheryl Brown and Kevin Dougherty

  	Re:	Surf Air Mobility Inc.

  		Registration Statement on Form S-3

  		Filed February 11, 2025

  		File No. 333-284845

  Dear Ms. Brown and Mr. Dougherty:

  Please find the response of Surf Air Mobility Inc. (“Surf Air” or the “Company”) to the comment of the Staff of the SEC’s Division of Corporation Finance (“Staff”) contained in your letter, dated February 28, 2025, regarding the above-referenced Form S-3.  The Staff’s comment is set forth below, followed by the Company’s response.

  Registration Statement on Form S-3

  General

  1.It appears that the aggregate market value of your common equity held by nonaffiliates during the 60 days prior to February 11, 2025 did not exceed the $75 million threshold that General Instruction I.B.1 of Form S-3 specifies. Please provide us with your analysis demonstrating your ability to use Form S-3 pursuant to General Instruction I.B.1, including whether you consider Palantir an "affiliate," or if you are relying on General Instruction I.B.6 for Form S- 3 eligibility, include the information required pursuant to Instruction 7 to General Instruction I.B.6. Alternatively, please amend your registration statement on an appropriate form.

  The Company does not consider Palantir Technologies Inc. (“Palantir”) to be an “affiliate” of the Company, as that term is defined in Securities Act Rule 405, because Palantir does not control, is not controlled by and is not under common control with the Company.  Palantir has 3,176,996 shares of the Company’s common stock, which represents 18.5% of the Company’s outstanding common stock as of today’s date.  Palantir received all of these shares in consideration for creating and providing software and analytic tools for by the Company, in lieu of receiving cash payments.  Palantir has no special information, voting or other stockholder rights, and it has no seat or observer status on the Company’s Board of Directors.  It has no management involvement in the Company’s business, nor has it expressed any interest in any such involvement.  The Company also notes that

  Palantir reports its beneficial ownership of the Company’s common shares on Schedule 13G, and not Schedule 13D.

  The Company has calculated the number of shares held by non-affiliates to be 14,311,849 as of February 11, 2025.  Within the 60-day period prior to filing its Form S-3 on February 11, 2025 (the applicable eligibility period under General Instruction I.B.1 of Form S-3),  the price at which the Company’s common stock was last sold on the New York Stock Exchange, its principal market, on December 30, 2024 was $6.01, which resulted in a non-affiliate public float of $86,014,212. Accordingly, the Company satisfied the transaction requirement in General Instruction I.B.1 of Form S-3 on February 11, 2025 and was therefore eligible to register its primary offerings on Form S-3 (File No. 333-284845).

  *	*	*

  If you have any questions regarding the response set forth above, please do not hesitate to contact Peter Wardle of Gibson, Dunn & Crutcher LLP, at (213) 229-7242.

  							Sincerely,

  /s/ Douglas K. Sugimoto

  							Douglas K. Sugimoto

  							General Counsel

  108760598.1

February 28, 2025
Deanna White
Chief Executive Officer
Surf Air Mobility Inc.
12111 S. Crenshaw Blvd.
Hawthorne, CA 90250
Re:Surf Air Mobility Inc.
Registration Statement on Form S-3
Filed February 11, 2025
File No. 333-284845
Dear Deanna White:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-3
General
1.It appears that the aggregate market value of your common equity held by non-
affiliates during the 60 days prior to February 11, 2025 did not exceed the $75 million
threshold that General Instruction I.B.1 of Form S-3 specifies.  Please provide us with
your analysis demonstrating your ability to use Form S-3 pursuant to General
Instruction I.B.1, including whether you consider Palantir an "affiliate," or if you are
relying on General Instruction I.B.6 for Form S- 3 eligibility, include the information
required pursuant to Instruction 7 to General Instruction I.B.6. Alternatively, please
amend your registration statement on an appropriate form.

February 28, 2025
Page 2
            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.
            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 Cheryl Brown at 202-551-3905 or Kevin Dougherty at 202-551-3271
with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Peter Wardle, Esq.

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  Surf Air Mobility Inc.

12111 S. Crenshaw Blvd.

Hawthorne, CA 90250

  August 22, 2024

  VIA EDGAR

  U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington D.C. 20549

Attention:  Anuja Majmudar and Daniel Morris

  Re:	Surf Air Mobility Inc.
Registration Statement on Form S-1 (File No. 333-279928)

  Dear Ms. Majmudar and Mr. Morris:

  Surf Air Mobility Inc., a Delaware corporation (the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective date of the Company’s Registration Statement on Form S‑1 (File No. 333-279928) (the “Registration Statement”) be accelerated and that it be declared effective August 26, 2024 at 4:30 p.m. Eastern time, or as soon as practicable thereafter, unless we or our outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at some other time.

  Please direct any questions regarding this filing to Peter Wardle of Gibson, Dunn & Crutcher LLP at (213) 229-7242.

  Sincerely,

  /s/ Deanna White

  Deanna White

  Interim Chief Executive Officer of Surf Air Mobility Inc.

  cc:	Peter Wardle, Gibson, Dunn & Crutcher LLP

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  CORRESP

  Surf Air Mobility Inc.

12111 S. Crenshaw Blvd.

Hawthorne, CA 90250

  August 22, 2024

  VIA EDGAR

  U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington D.C. 20549

Attention:  Anuja Majmudar and Daniel Morris

  Re:	Surf Air Mobility Inc.
Registration Statement on Form S-1 (File No. 333-274572)

  Dear Ms. Majmudar and Mr. Morris:

  Surf Air Mobility Inc., a Delaware corporation (the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective date of the Company’s Registration Statement on Form S‑1 (File No. 333-274572) (the “Registration Statement”) be accelerated and that it be declared effective August 26, 2024 at 4:30 p.m. Eastern time, or as soon as practicable thereafter, unless we or our outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at some other time.

  Please direct any questions regarding this filing to Peter Wardle of Gibson, Dunn & Crutcher LLP at (213) 229-7242.

  Sincerely,

  /s/ Deanna White

  Deanna White

  Interim Chief Executive Officer of Surf Air Mobility Inc.

  cc:	Peter Wardle, Gibson, Dunn & Crutcher LLP

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  CORRESP

  August 14, 2024

  VIA EDGAR

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street N.E.
Washington, D.C. 20549

Attention:  Anuja Majmudar and Daniel Morris

  Re:	Comment Letter dated June 18, 2024
Regarding Surf Air Mobility Inc.

  Post Effective Amendment No. 1

  Filed June 4, 2024

  File No. 333-274572

  Dear Ms. Majmudar and Mr. Morris:

  Surf Air Mobility Inc. (the “Company”, “we” or “our”) is in receipt of the above-captioned comment letter regarding the Company’s Post Effective Amendment No. 1 (File No. 333-274572) filed with the Securities and Exchange Commission (the “Commission”) on June 4, 2024.  We have endeavored to respond fully to each of your comments and questions.  For your convenience, this letter is formatted to reproduce your numbered comments in bold italicized text.  We have filed Post Effective Amendment No. 2 (the “Amendment”) with the Commission today.

  Post Effective Amendment No. 1 Filed June 4, 2024

  Risk Factors, page 7

  1.We note you have incorporated your risk factor disclosure from your 2023 Form 10-K

  which includes a general risk factor regarding compliance with the continued listing standards of the NYSE. Please revise this section to address the risks associated with failing to meet the New York Stock Exchange continued listing standards. To provide context, discuss (i) the May 20, 2024 notice from the NYSE stating that the Company is no longer in compliance with the NYSE continued listing standards due to the fact that the Company’s average total market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, its stockholders’ equity was less than $50 million and (ii) the April 2, 2024 notice stating that the average closing price of the Company’s common stock was less than $1.00 over a consecutive 30 trading-day period and that failure to regain compliance with these standards may result in the delisting of your securities.

  Response:

  We note the Staff’s comment, and in response thereto, have revised the risk factor disclosure on page 7 of the Amendment to include the additional discussion requested by the Staff regarding the New York Stock Exchange continued listing standards.

  Plan of Distribution, page 25

  2.We note your disclosure on page 25 that your selling stockholders may sell their securities using various methods, including any method permitted pursuant to applicable law. Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

  Response:

  We note the Staff’s comment, and in response thereto, have revised the disclosure on page 26 of the Amendment to cover underwritten offerings in the Plan of Distribution, and confirm the Company’s understanding that the retention by a selling stockholder of an underwriter would constitute a material change to the plan of distribution requiring a post-effective amendment.

  *	*	*

  We appreciate the opportunity to respond to your comments.  If you have further comments or questions, we stand ready to respond as quickly as possible.  If you wish to contact us directly you can reach me at (214) 755-3507 or Peter Wardle of Gibson, Dunn & Crutcher LLP at (213) 229-7242.

  Sincerely,

  Surf Air Mobility Inc.

  By:	/s/ Deanna White

  Name:	Deanna White
Title:	Interim Chief Executive Officer

  Cc:	Peter Wardle, Partner, Gibson, Dunn & Crutcher LLP

  	2

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  CORRESP

  August 14, 2024

  VIA EDGAR

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street N.E.
Washington, D.C. 20549

Attention:  Anuja Majmudar and Daniel Morris

  Re:	Comment Letter dated June 18, 2024
Regarding Surf Air Mobility Inc.

  Registration Statement on Form S-1

  Filed June 4, 2024

  File No. 333-279928

  Dear Ms. Majmudar and Mr. Morris:

  Surf Air Mobility Inc. (the “Company”, “we” or “our”) is in receipt of the above-captioned comment letter regarding the Company’s Registration Statement on Form S-1 (File No. 333-279928) filed with the Securities and Exchange Commission (the “Commission”) on June 4, 2024.  We have endeavored to respond fully to each of your comments and questions.  For your convenience, this letter is formatted to reproduce your numbered comments in bold italicized text.  We have filed Amendment No. 1 to the Registration Statement on Form S-1 (the “Amendment”) with the Commission today.

  Form S-1 Filed June 4, 2024

  Risk Factors, page 7

  1.We note you have incorporated your risk factor disclosure from your 2023 Form 10-K

  which includes a general risk factor regarding compliance with the continued listing standards of the NYSE. Please revise this section to address the risks associated with failing to meet the New York Stock Exchange continued listing standards. To provide context, discuss (i) the May 20, 2024 notice from the NYSE stating that the Company is no longer in compliance with the NYSE continued listing standards due to the fact that the Company’s average total market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, its stockholders’ equity was less than $50 million and (ii) the April 2, 2024 notice stating that the average closing price of the Company’s common stock was less than $1.00 over a consecutive 30 trading-day period and that failure to regain compliance with these standards may result in the delisting of your securities.

  Response:

  We note the Staff’s comment, and in response thereto, have revised the risk factor disclosure on page 7 of the Amendment to include the additional discussion requested by the Staff regarding the New York Stock Exchange continued listing standards.

  Plan of Distribution, page 25

  2.We note your disclosure on page 25 that your selling stockholders may sell their securities using various methods, including any method permitted pursuant to applicable law. Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

  Response:

  We note the Staff’s comment, and in response thereto, have revised the disclosure on page 26 of the Amendment to cover underwritten offerings in the Plan of Distribution, and confirm the Company’s understanding that the retention by a selling stockholder of an underwriter would constitute a material change to the plan of distribution requiring a post-effective amendment.

  *	*	*

  We appreciate the opportunity to respond to your comments.  If you have further comments or questions, we stand ready to respond as quickly as possible.  If you wish to contact us directly you can reach me at (214) 755-3507 or Peter Wardle of Gibson, Dunn & Crutcher LLP at (213) 229-7242.

  Sincerely,

  Surf Air Mobility Inc.

  By:	/s/ Deanna White

  Name:	Deanna White
Title:	Interim Chief Executive Officer

  Cc:	Peter Wardle, Partner, Gibson, Dunn & Crutcher LLP

  	2

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  Surf Air Mobility Inc.

12111 S. Crenshaw Blvd.

Hawthorne, CA 90250

  August 6, 2024

  VIA EDGAR

  U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington D.C. 20549

Attention:  Anuja Majmudar and Daniel Morris

  Re:	Surf Air Mobility Inc.
Registration Statement on Form S-1 (File No. 333-279929)

  Dear Ms. Majmudar and Mr. Morris:

  Surf Air Mobility Inc., a Delaware corporation (the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective date of the Company’s Registration Statement on Form S‑1 (File No. 333-279929) (the “Registration Statement”) be accelerated and that it be declared effective August 7, 2024 at 4:30 p.m. Eastern time, or as soon as practicable thereafter, unless we or our outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at some other time.

  Please direct any questions regarding this filing to Peter Wardle of Gibson, Dunn & Crutcher LLP at (213) 229-7242.

  Sincerely,

  /s/ Deanna White

  Deanna White

  Interim Chief Executive Officer of Surf Air Mobility Inc.

  cc:	Peter Wardle, Gibson, Dunn & Crutcher LLP

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  CORRESP

  August 1, 2024

  VIA EDGAR

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street N.E.
Washington, D.C. 20549

Attention:  Anuja Majmudar and Daniel Morris

  Re:	Comment Letter dated July 23, 2024
Regarding Surf Air Mobility Inc.

  Amendment No. 1 to

  Registration Statement on Form S-1

  Filed July 11, 2024

  File No. 333-279929

  Dear Ms. Majmudar and Mr. Morris:

  Surf Air Mobility Inc. (the “Company”, “we” or “our”) is in receipt of the above-captioned comment letter regarding the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-279929) filed with the Securities and Exchange Commission (the “Commission”) on July 11, 2024.  We have endeavored to respond fully to each of your comments and questions.  For your convenience, this letter is formatted to reproduce your numbered comments in bold italicized text.  We have filed Amendment No. 2 to the Registration Statement on Form S-1 (the “Amendment”) with the Commission today.

  Amendment to Registration Statement on Form S-1

  Plan of Distribution, page 26

  1.We note your response to prior comment 2. Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

  Response:

  We note the Staff’s comment and confirm the Company’s understanding that the retention by a selling stockholder of an underwriter would constitute a material change to the plan of distribution requiring a post-effective amendment.

  General

  2.Please provide disclosure, where appropriate, to clarify the relationship between this registration statement and the prior registration statements filed on September 19, 2023 (File No. 333-274573) and November 9, 2023 (File No. 333-275434).

  We note the Staff’s comment, and in response thereto, have added an Explanatory Note at the beginning of the Amendment to clarify the relationship between this registration statement and the prior registration statements.

  *	*	*

  We appreciate the opportunity to respond to your comments.  If you have further comments or questions, we stand ready to respond as quickly as possible.  If you wish to contact us directly you can reach me at (214) 755-3507 or Peter Wardle of Gibson, Dunn & Crutcher LLP at (213) 229-7242.

  Sincerely,

  Surf Air Mobility Inc.

  By:	/s/ Deanna White

  Name:	Deanna White
Title:	Interim Chief Executive Officer

  Cc:	Peter Wardle, Partner, Gibson, Dunn & Crutcher LLP

  	2

July 23, 2024
Deanna White
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 Form S-1
Filed July 11, 2024
File No. 333-279929
Dear Deanna White:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 18, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
Plan of Distribution, page 26
1.We note your response to prior comment 2.  Please confirm your understanding that the
retention by a selling stockholder of an underwriter would constitute a material change to
your plan of distribution requiring a post-effective amendment.  Refer to your undertaking
provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
General
2.Please provide disclosure, where appropriate, to clarify the relationship between this
registration statement and the prior registration statements filed on September 19,
2023 (File No. 333-274573) and November 9, 2023 (File No. 333-275434).

July 23, 2024
Page 2
            Please contact Anuja Majmudar at 202-551-3844 or Daniel Morris at 202-551-3314 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Peter Wardle

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  CORRESP

  July 11, 2024

  VIA EDGAR

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street N.E.
Washington, D.C. 20549

Attention:  Anuja Majmudar and Daniel Morris

  Re:	Comment Letter dated June 18, 2024
Regarding Surf Air Mobility Inc.

  Registration Statement on Form S-1

  Filed June 4, 2024

  File No. 333-279929

  Dear Ms. Majmudar and Mr. Morris:

  Surf Air Mobility Inc. (the “Company”, “we” or “our”) is in receipt of the above-captioned comment letter regarding the Company’s Registration Statement on Form S-1 (File No. 333-279929) filed with the Securities and Exchange Commission (the “Commission”) on June 4, 2024.  We have endeavored to respond fully to each of your comments and questions.  For your convenience, this letter is formatted to reproduce your numbered comments in bold italicized text.  We have filed Amendment No. 1 to the Registration Statement on Form S-1 (the “Amendment”) with the Commission today.

  Form S-1 Filed June 4, 2024

  Risk Factors, page 8

  1.We note you have incorporated your risk factor disclosure from your 2023 Form 10-K which includes a general risk factor regarding compliance with the continued listing standards of the NYSE. Please revise this section to address the risks associated with failing to meet the New York Stock Exchange continued listing standards. To provide context, discuss (i) the May 20, 2024 notice from the NYSE stating that the Company is no longer in compliance with the NYSE continued listing standards due to the fact that the Company’s average total market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, its stockholders’ equity was less than $50 million and (ii) the April 2, 2024 notice stating that the average closing price of the Company’s common stock was less than $1.00 over a consecutive 30 trading-day period and that failure to regain compliance with these standards may result in the delisting of your securities.

  Response:

  We note the Staff’s comment, and in response thereto, have revised the risk factor disclosure on pages 10 and 11 of the Amendment to include the additional discussion requested by the Staff regarding the New York Stock Exchange continued listing standards.

  Plan of Distribution, page 26

  2.We note your disclosure on page 26 that your selling stockholders may sell their securities using various methods, including any method permitted pursuant to applicable law. Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

  Response:

  We note the Staff’s comment, and in response thereto, have revised the disclosure on page 29 of the Amendment to cover underwritten offerings in the Plan of Distribution.

  General

  3.Please revise your prospectus to disclose the following information with respect to the Share Subscription Facility by and among the company and GEM Global Yield LLC SCS and GEM Yield Bahamas Limited:

  •the material terms of the agreement, including the material conditions under which the company may access the funds available under it and the full discounted price (or formula for determining it) at which GEM will receive the shares.

  •the material risks of an investment in the company and in the offering, including:

  othe dilutive effect of the formula or pricing mechanism on the company’s share price;

  othe possibility that the company may not have access to the full amount available to it under the agreement; and

  owhether an investor can engage in short-selling activities and, if so, how any sales activities after announcement of a put may negatively affect the company’s share price.

  •the material market activities of GEM, including:

  oany short selling of the company’s securities or other hedging activities that GEM may or has engaged in, including prior to entering into the agreement and prior to the receipt of any shares pursuant to the terms of the agreement; and

  ohow GEM intends to distribute the securities it owns or will acquire.

  •how the provisions of Regulation M may prohibit GEM and any other distribution participants that are participating in the distribution of the company’s securities from:

  	2

  oengaging in market making activities (e.g., placing bids or making purchases to stabilize the price of the common stock) while the agreement is in effect; and

  opurchasing shares in the open market while the agreement is in effect.

  Response:

  We note the Staff’s comment, and in response thereto, have revised the disclosure on pages 5, 6, 9 and 10 of the Amendment to include the requested information with respect to the Share Subscription Facility.

  4.Please file the Share Subscription Facility dated as of February 8, 2023 and any amendments as exhibit(s) to your registration statement.

  Response:

  We have included the Share Subscription Facility dated as of February 8, 2023 as Exhibits 10.45 and 10.46 to the Amendment.

  *	*	*

  We appreciate the opportunity to respond to your comments.  If you have further comments or questions, we stand ready to respond as quickly as possible.  If you wish to contact us directly you can reach me at (214) 755-3507 or Peter Wardle of Gibson, Dunn & Crutcher LLP at (213) 229-7242.

  Sincerely,

  Surf Air Mobility Inc.

  By:	/s/ Deanna White

  Name:	Deanna White
Title:	Interim Chief Executive Officer

  Cc:	Peter Wardle, Partner, Gibson, Dunn & Crutcher LLP

  	3

United States securities and exchange commission logo
June 18, 2024
Deanna White
Chief Executive Officer
Surf Air Mobility Inc.
12111 S. Crenshaw Blvd.
Hawthorne, CA 90250
Re:Surf Air Mobility Inc.
Registration Statement on Form S-1
Filed June 4, 2024
File No. 333-279928
Dear Deanna White:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Form S-1 filed June 4, 2024
Risk Factors, page 7
1.We note you have incorporated your risk factor disclosure from your 2023 Form 10-K
which includes a general risk factor regarding compliance with the continued listing
standards of the NYSE.  Please revise this section to address the risks associated with
failing to meet the New York Stock Exchange continued listing standards.  To provide
context, discuss (i) the May 20, 2024 notice from the NYSE stating that the Company is
no longer in compliance with the NYSE continued listing standards due to the fact that the
Company’s average total market capitalization over a consecutive 30 trading-day period
was less than $50 million and, at the same time, its stockholders’ equity was less than $50
million and (ii) the April 2, 2024 notice stating that the average closing price of the
Company’s common stock was less than $1.00 over a consecutive 30 trading-day period
and that failure to regain compliance with these standards may result in the delisting of
your securities.

 FirstName LastNameDeanna White
 Comapany NameSurf Air Mobility Inc.
 June 18, 2024 Page 2
 FirstName LastName
Deanna White
Surf Air Mobility Inc.
June 18, 2024
Page 2
Plan of Distribution, page 25
2.We note your disclosure on page 25 that your selling stockholders may sell their securities
using various methods, including any method permitted pursuant to applicable law. Please
confirm your understanding that the retention by a selling stockholder of an underwriter
would constitute a material change to your plan of distribution requiring a post-effective
amendment.  Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of
Regulation S-K.
            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.
            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 Anuja Majmudar at 202-551-3844 or Daniel Morris at 202-551-3314 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Peter Wardle

CORRESP
1
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CORRESP

 Surf Air Mobility Inc.

12111 S. Crenshaw Blvd.

 Hawthorne,
California 90250

 VIA EDGAR

 November 9, 2023

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Energy & Transportation

 100 F
Street, N.E.

 Washington, D.C. 20549

 Attn: Mr. Michael
Purcell

Re:
 Surf Air Mobility Inc.

 Registration Statement on Form S-1 Filed November 9,
2023

 File No. 333-275434

 Request for Acceleration

Dear Mr. Purcell

 Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, Surf Air Mobility Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m. Eastern Time, on
November 13, 2023, or as soon thereafter as practicable. The Registrant respectfully requests that you notify Jeeho Lee of O’Melveny & Myers LLP, counsel to the Registrant, of such effectiveness by telephone at (212) 326-2266.

 If you have any questions or comments regarding the foregoing, please do not hesitate to contact Ms. Lee
at the telephone number above.

Sincerely,

Surf Air Mobility Inc.

By:

 /s/ Stan Little

Name:

Stan Little

Title:

Chief Executive Officer

 cc:

 C.
Brophy Christensen, Partner, O’Melveny & Myers LLP

 Jeeho Lee, Partner, O’Melveny & Myers LLP

Yoon-jee Kim, Counsel, O’Melveny & Myers LLP

United States securities and exchange commission logo
October 27, 2023
Stan Little
Chief Executive 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 October 20, 2023
CIK No. 0001936224
Dear Stan Little:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.
            Please contact Michael Purcell at 202-551-5351 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jeeho Lee

CORRESP
1
filename1.htm

Surf Air Mobility Inc.

12111 S. Crenshaw Blvd.

Hawthorne, California 90250

VIA EDGAR

September 29, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Ms. Irene Barberena-Meissner and Mr. Mitchell Austin

    Re:
    Surf Air Mobility Inc.

    Amendment No.1 to Registration Statement on Form S-1 Filed September 28, 2023

    File No. 333-274572

    Request for Acceleration

Dear Ms. Barberena-Meissner and Mr. Austin,

Pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, Surf Air Mobility Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the above-referenced
Registration Statement be accelerated to 4:00 p.m. Eastern Time, on September 29, 2023, or as soon thereafter as practicable. The Registrant
respectfully requests that you notify Jeeho Lee of O’Melveny & Myers LLP, counsel to the Registrant, of such effectiveness
by telephone at (212) 326-2266.

If you have any questions or comments regarding the foregoing, please
do not hesitate to contact Ms. Lee at the telephone number above.

    Sincerely,

    Surf Air Mobility Inc.

    By:
    /s/ Stan Little

    Name:
    Stan Little

    Title:
    Chief Executive Officer

    cc:

    C. Brophy Christensen, Partner, O’Melveny & Myers LLP

    Jeeho Lee, Partner, O’Melveny & Myers LLP

    Yoon-jee Kim, Counsel, O’Melveny & Myers LLP

CORRESP
1
filename1.htm

Surf Air Mobility Inc.

12111 S. Crenshaw Blvd.

Hawthorne, California 90250

VIA EDGAR

September 28, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Ms. Irene Barberena-Meissner and Mr. Mitchell Austin

    Re:
    Surf Air Mobility Inc.

    Amendment No.1 to Registration Statement on Form S-1 Filed September 27, 2023

    File No. 333-274573

    Request for Acceleration

Dear Ms. Barberena-Meissner and Mr. Austin,

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as
amended, Surf Air Mobility Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the above-referenced
Registration Statement be accelerated to 4:00 p.m. Eastern Time, on September 28, 2023, or as soon thereafter as practicable. The Registrant
respectfully requests that you notify Jeeho Lee of O’Melveny & Myers LLP, counsel to the Registrant, of such effectiveness
by telephone at (212) 326-2266.

If you have any questions or comments regarding the foregoing, please do
not hesitate to contact Ms. Lee at the telephone number above.

    Sincerely,

    Surf Air Mobility Inc.

    By:
    /s/ Stan Little

    Name:
    Stan Little

    Title:
    Chief Executive Officer

    cc:

    C. Brophy Christensen, Partner, O’Melveny & Myers LLP

    Jeeho Lee, Partner, O’Melveny & Myers LLP

    Yoon-jee Kim, Counsel, O’Melveny & Myers LLP

CORRESP
1
filename1.htm

Surf Air Mobility Inc.

12111 S. Crenshaw Blvd.

Hawthorne, California 90250

VIA EDGAR

September 28, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Surf Air Mobility Inc. Withdrawal of Request for Acceleration
    of Registration Statement on Form S-1 (Registration No. 333-274572)

Ladies and Gentlemen:

Surf Air Mobility Inc.
(the “Company”) hereby respectfully withdraws its request that the Securities and Exchange Commission accelerate the
effective date of the Company’s registration statement on Form S-1 (Registration No. 333-274572), as amended, so that it becomes
effective on September 28, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as the Company
or its counsel may request via telephone call to the staff.

    Sincerely,

 Surf Air Mobility Inc.

    By:
    /s/ Stan Little

    Stan Little

    Chief Executive Officer

CORRESP
1
filename1.htm

Surf
Air Mobility Inc.

12111
S. Crenshaw Blvd.

Hawthorne,
California 90250

VIA
EDGAR

September 28, 2023

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Ms.
Irene Barberena-Meissner and Mr. Mitchell Austin

    Re:
    Surf Air
    Mobility Inc.

    Amendment
    No.1 to Registration Statement on Form S-1 Filed September 27, 2023

    File No. 333-274573

    Request
    for Acceleration

Dear
Ms. Barberena-Meissner and Mr. Austin,

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Surf Air Mobility Inc. (the “Registrant”)
hereby respectfully requests that the effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m.
Eastern Time, on September 28, 2023, or as soon thereafter as practicable. The Registrant respectfully requests that you notify
Jeeho Lee of O’Melveny & Myers LLP, counsel to the Registrant, of such effectiveness by telephone at (212)
326-2266.

If
you have any questions or comments regarding the foregoing, please do not hesitate to contact Ms. Lee at the telephone number above.

    Sincerely,

    Surf
    Air Mobility Inc.

    By:
    /s/
    Stan Little

    Name:
    Stan
    Little

    Title:
    Chief
    Executive Officer

    cc:

    C.
    Brophy Christensen, Partner, O’Melveny & Myers LLP

    Jeeho
    Lee, Partner, O’Melveny & Myers LLP

    Yoon-jee
    Kim, Counsel, O’Melveny & Myers LLP

CORRESP
1
filename1.htm

    O’Melveny & Myers LLP

    Times Square Tower

    7 Times Square

    New York, NY 10036

    T: +1 212 326-2000

    F: +1 212 326-2061

    omm.com

VIA EDGAR

September 19, 2023

Ms. Irene Barberena-Meissner

Mr. Daniel Morris

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Surf Air Mobility Inc.

Response to the Staff’s Comments on Draft Registration Statement
on Form S-1 Submitted on August 4, 2023

CIK No. 0001936224

Dear Ms. Barberena-Meissner and Mr. Morris:

On behalf of our client, Surf Air Mobility Inc.,
a Delaware corporation (the “Company”), we are hereby submitting to the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the
comments contained in the Staff’s letter dated August 30, 2023 regarding the Company’s Draft Registration Statement on Form
S-1 submitted via EDGAR to the Commission on August 4, 2023 (the “Draft Registration Statement”).

Concurrently with the submission of this letter,
the Company is filing the Company’s Registration Statement on Form S-1 (the “Registration Statement”) via EDGAR
to the Commission for review.

The Staff’s comments are repeated below
in bold and are followed by the Company’s responses. To the extent helpful, we have included page references in the Registration
Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the
meanings set forth in the Registration Statement.

Draft Registration Statement on Form S-1

Cover Page

 1. Please revise to provide the offering price disclosure by Item 501(b)(3) of Regulation S-K.

Response: The Company respectfully
acknowledges the Staff’s comment and has updated the disclosure on the cover of the prospectus to provide the offering price disclosure
required 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 Stockholder 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.

Response: The Company respectfully
acknowledges the Staff’s comment and has updated the disclosure on the cover to remove disclosures relating to the direct listing
and to be consistent with the Plan of Distribution.

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.

Response: The Company respectfully
acknowledges the Staff’s comment and has reflected corresponding revisions made in response to the comments on the registration
statement filed concurrently with this registration statement.

If you have any questions regarding the Registration Statement, please
contact Jeeho Lee by telephone at 212-326-2266 or via e-mail at jeeholee@omm.com.

    Very truly yours,

    /s/ Jeeho M. Lee

cc:

Yolanda Guobadia, Staff Accountant

Robert Babula, Staff Accountant

Sudhin Shahani, Chief Executive Officer, Surf Air Mobility Inc.

C. Brophy Christensen, Partner, O’Melveny & Myers LLP

Noah Kornblith, Partner, O’Melveny & Myers LLP

Yoon-jee Kim, Counsel, O’Melveny & Myers LLP

CORRESP
1
filename1.htm

    O’Melveny
    & Myers LLP

    Times
    Square Tower

    7
    Times Square

    New
    York, NY 10036

    T:
    +1 212 326-2000

    F:
    +1 212 326-2061

    omm.com

VIA
EDGAR

September
19, 2023

Ms.
Irene Barberena-Meissner

Mr.
Daniel Morris

Division
of Corporation Finance

Office
of Energy & Transportation

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Surf
Air Mobility Inc.

Response
to the Staff’s Comments on Draft Registration Statement on Form S-1 Submitted on August 3, 2023

CIK
No. 0001936224

Dear
Ms. Barberena-Meissner and Mr. Morris:

On
behalf of our client, Surf Air Mobility Inc., a Delaware corporation (the “Company”), we are hereby submitting to
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter
setting forth the Company’s responses to the comments contained in the Staff’s letter dated August 30, 2023 regarding the
Company’s Draft Registration Statement on Form S-1 submitted via EDGAR to the Commission on August 3, 2023 (the “Draft
Registration Statement”).

Concurrently
with the submission of this letter, the Company is filing the Company’s Registration Statement on Form S-1 (the “Registration
Statement”) via EDGAR to the Commission for review.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. To the extent helpful, we have included
page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but
not otherwise defined herein have the meanings set forth in the Registration Statement.

Draft
Registration Statement on Form S-1

Cover
Page

 1. We
                                            note your disclosure that your prospectus relates, in part, to the registration of the resale
                                            of up to a to be disclosed number of shares of Common Stock to be issued to GEM in connection
                                            with the Share Subscription Facility. Please revise your disclosure here and elsewhere in
                                            your prospectus to separately describe the registration for resale of the 1,300,000 shares
                                            of Common Stock that were issued to GEM following your direct listing for a purchase price
                                            of $0.01 per share, pursuant to the Share Subscription Facility.

Response:
The Company respectfully acknowledges the Staff’s comment and has updated the disclosure on the cover and on pages 105-106, 114,
139 and 167 of the prospectus to separately describe the 1,300,000 shares that were issued to GEM.

 2. Please
                                            revise to provide the offering price disclosure by Item 501(b)(3) of Regulation S-K.

Response:
The Company respectfully acknowledges the Staff’s comment and has updated the disclosure on the cover of the prospectus to provide
the offering price disclosure required by Item 501(b)(3) of Regulation S-K.

 3. 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 Stockholder
                                            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.

Response:
The Company respectfully acknowledges the Staff’s comment and has updated the disclosure on the cover to remove disclosures relating
to the direct listing and to be consistent with the Plan of Distribution.

Plan
of Distribution, page 173

 4. We
                                            note your disclosure that the Selling Stockholder and any broker-dealers or agents that are
                                            involved in selling the Common Stock may be deemed to be “underwriters” within
                                            the meaning of the Securities Act in connection with such sales. Please revise to indicate
                                            that Selling Stockholder is an underwriter.

Response:
The Company respectfully acknowledges the Staff’s comment and has updated the disclosure to indicate the Selling Stockholder is
an underwriter within the meaning of the Securities Act in connection with such sales.

General

 5. 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.

Response:
The Company respectfully acknowledges the Staff’s comment and has reflected corresponding revisions made in response to the comments
on the registration statement filed concurrently with this registration statement.

If
you have any questions regarding the Registration Statement, please contact Jeeho Lee by telephone at 212-326-2266 or via e-mail at jeeholee@omm.com.

    Very truly yours,

    /s/ Jeeho
    M. Lee

cc:

Yolanda
Guobadia, Staff Accountant

Robert
Babula, Staff Accountant

Sudhin
Shahani, Chief Executive Officer, Surf Air Mobility Inc.

C.
Brophy Christensen, Partner, O’Melveny & Myers LLP

Noah
Kornblith, Partner, O’Melveny & Myers LLP

Yoon-jee
Kim, Counsel, O’Melveny & Myers LLPw

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

CORRESP
1
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Surf
Air Mobility Inc.

12111
S. Crenshaw Blvd.

Hawthorne,
California 90250

VIA
EDGAR

July
25, 2023

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Ms.
Irene Barberena-Meissner and Mr. Mitchell Austin

    Re:
    Surf Air
    Mobility Inc.

    Registration
    Statement on Form S-1 and Form S-4

    Filed June
    5, 2023

    File No. 333-272403

    Request
    for Acceleration

Dear
Ms. Barberena-Meissner and Mr. Austin,

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Surf Air Mobility Inc. (the “Registrant”) hereby
respectfully requests that the effectiveness of the above-referenced Registration Statement be accelerated to 12:00 p.m. Eastern Time,
on July 25, 2023, or as soon thereafter as practicable. The Registrant respectfully requests that you notify Jeeho Lee of O’Melveny &
Myers LLP, counsel to the Registrant, of such effectiveness by telephone at (212) 326-2266.

If
you have any questions or comments regarding the foregoing, please do not hesitate to contact Ms. Lee at the telephone number above.

    Sincerely,

    Surf
    Air Mobility Inc.

    By:
    /s/
    Sudhin Shahani

    Name:
    Sudhin
    Shahani

    Title:
    Chief
    Executive Officer

    cc:

    C.
                                Brophy Christensen, Partner, O’Melveny & Myers LLP

    Jeeho
    Lee, Partner, O’Melveny & Myers LLP

    Noah
    Kornblith, Partner, O’Melveny & Myers LLP

    Tai
    Vivatvaraphol, Counsel, O’Melveny & Myers LLP

CORRESP
1
filename1.htm

Surf Air Mobility Inc.

12111 S. Crenshaw Blvd.

Hawthorne, California 90250

VIA EDGAR

July 24, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Ms. Irene Barberena-Meissner and Mr. Mitchell Austin

    Re:
    Surf Air Mobility Inc.

    Registration Statement on Form S-1 and Form S-4

    Filed June 5, 2023

    File No. 333-272403

    Request for Acceleration

Dear Ms. Barberena-Meissner and Mr. Austin,

Pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, Surf Air Mobility Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the above-referenced
Registration Statement be accelerated to 5:00 p.m. Eastern Time, on July 24, 2023, or as soon thereafter as practicable. The Registrant
respectfully requests that you notify Jeeho Lee of O’Melveny & Myers LLP, counsel to the Registrant, of such effectiveness
by telephone at (212) 326-2266.

If you have any questions or comments regarding the foregoing, please
do not hesitate to contact Ms. Lee at the telephone number above.

    Sincerely,

    Surf Air Mobility Inc.

    By:
    /s/ Sudhin Shahani

    Name:
    Sudhin Shahani

    Title:
    Chief Executive Officer

cc:

    C. Brophy Christensen, Partner, O’Melveny & Myers LLP

    Jeeho Lee, Partner, O’Melveny & Myers LLP

    Noah Kornblith, Partner, O’Melveny & Myers LLP

    Tai Vivatvaraphol, Counsel, O’Melveny & Myers LLP

CORRESP
1
filename1.htm

Surf Air Mobility Inc.

12111 S. Crenshaw Blvd.

Hawthorne, California 90250

July 24, 2023

Via EDGAR Transmission

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Surf Air Mobility Inc. Withdrawal of Request for Acceleration of Registration Statement on Form S-1 and Form S-4 (Registration No. 333-272403)

Ladies and Gentlemen:

Surf Air Mobility Inc. (the
“Company”) hereby respectfully withdraws its request that the Securities and Exchange Commission accelerate the effective
date of the Company’s registration statement on Form S-1 and Form S-4 (Registration No. 333-272403), as amended, so that it becomes
effective on July 21, 2023, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as the Company or
its counsel may request via telephone call to the staff.

    Sincerely,

    Surf Air Mobility Inc.

    By:
    /s/ Sudhin Shahani

    Sudhin Shahani

    Chief Executive Officer

CORRESP
1
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    O’Melveny & Myers LLP

    Times Square Tower

    7 Times Square

    New York, NY 10036

    T: +1 212 326-2000

    F: +1 212 326-2061

    omm.com

    File Number: 0844477-00001

VIA EDGAR

July 21, 2023

Ms. Irene Barberena-Meissner

Mr. Mitchell Austin

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Surf Air Mobility Inc.

Response to the Staff’s Comments on Amendment No. 2 to Registration
Statement on Forms S-1 and S-4

Filed on July 3, 2023 and Amendment No. 3 to Registration Statement
on Forms S-1 and S-4 Filed on July 13, 2023

CIK No. 0001936224

Dear Ms. Barberena-Meissner and Mr. Austin:

On behalf of our client, Surf Air Mobility Inc.,
a Delaware corporation (the “Company”), we are hereby submitting to the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the
comments contained in the Staff’s letter dated July 18, 2023 regarding the Company’s Amendment No. 2 to Registration Statement
on Forms S-1 and S-4 filed via EDGAR to the Commission on July 3, 2023 and Amendment No. 3 to Registration Statement on Forms S-1 and
S-4 filed via EDGAR to the Commission on July 13, 2023 (the “ Registration Statement”).

Concurrently with the submission of this letter,
the Company is filing the Company’s Amendment No. 4 to the Registration Statement on Form S-1 and Form S-4 (the “Fourth
Amended Registration Statement”) via EDGAR to the Commission for review.

The Staff’s comments are repeated
below in bold and are followed by the Company’s responses. To the extent helpful, we have included page references in the
Fourth Amended Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not
otherwise defined herein have the meanings set forth in the Fourth Amended Registration Statement.

Amendment No. 3 to Registration Statement
on Forms S-1 and S-4 filed on July 3, 2023

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.

Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 155 of the Fourth Amended Registration Statement. The Company
has also filed a copy of the incentive plan as an exhibit to the Fourth Amended Registration Statement.

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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that the terms of the Initial GEM Issuance and the GEM Purchase have been
amended. The issuance of the securities for both transactions is not conditioned on the consummation of the Southern Airways acquisition
or the listing. As a result, the Registered Resale Prospectus is structured to register the resale of the shares issued by the Initial GEM Issuance and the GEM Purchase.

 ● Initial GEM Issuance: The Initial
                                                                                                                                                      GEM Issuance has been amended to provide that the only condition to closing the Initial GEM Issuance is the effectiveness of the
                                                                                                                                                      Registration Statement. Effectiveness is not contingent on the consummation of the Southern Acquisition or the listing. As a result,
                                                                                                                                                      the Initial GEM Issuance (a) has no conditions to closing that are within the control of the investor and (b) is only subject to
                                                                                                                                                      effectiveness of the Registration Statement. The Initial GEM Issuance will not be subject to the consummation of the Southern
                                                                                                                                                      Acquisition or listing.

 ● GEM Purchase. The GEM Purchase has
                                                                                                                                                      been amended to provide that the only non-customary condition to closing the GEM Purchase is the effectiveness of the Registration
                                                                                                                                                      Statement. Effectiveness is not contingent on the consummation of the Southern Acquisition or the listing. As a result, the GEM
                                                                                                                                                      Purchase (a) has no conditions to closing that are within the control of the investor and (b) is only subject to effectiveness of
                                                                                                                                                      the Registration Statement and certain customary closing conditions (i.e., accuracy of representations and warranties, no legal
                                                                                                                                                      proceedings, etc.). The GEM Purchase will not be subject to the consummation of the Southern Acquisition or listing.

* * *

    2

If you have any questions regarding the Fourth
Amended Registration Statement, please contact Jeeho Lee by telephone at 212-326-2266 or via e-mail at jeeholee@omm.com.

    Very truly yours,

    /s/ Jeeho M Lee

cc:

Yolanda Guobadia, Staff Accountant

Robert Babula, Staff Accountant

Sudhin Shahani, Chief Executive Officer, Surf Air Mobility Inc.

C. Brophy Christensen, Partner, O’Melveny & Myers LLP

Noah Kornblith, Partner, O’Melveny & Myers LLP

Tai Vivatvaraphol, Counsel, O’Melveny & Myers LLP

3

CORRESP
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Surf Air Mobility Inc.

12111 S. Crenshaw Blvd.

Hawthorne, California 90250

VIA EDGAR

July 21, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
     Ms. Irene Barberena-Meissner and Mr. Mitchell Austin

    Re:
    Surf Air Mobility Inc.

    Registration Statement on Form S-1 and Form S-4

    Filed June 5, 2023

    File No. 333-272403

    Request for Acceleration

Dear Ms. Barberena-Meissner and Mr. Austin,

Pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, Surf Air Mobility Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the above-referenced
Registration Statement be accelerated to 5:00 p.m. Eastern Time, on July 21, 2023, or as soon thereafter as practicable. The Registrant
respectfully requests that you notify Jeeho Lee of O’Melveny & Myers LLP, counsel to the Registrant, of such effectiveness
by telephone at (212) 326-2266.

If you have any questions or comments regarding the foregoing, please
do not hesitate to contact Ms. Lee at the telephone number above.

    Sincerely,

    Surf Air Mobility Inc.

    By:

    /s/ Sudhin Shahani

    Name:

    Sudhin Shahani

    Title:

    Chief Executive Officer

    cc:

    C. Brophy Christensen, Partner, O’Melveny & Myers LLP

    Jeeho Lee, Partner, O’Melveny & Myers LLP

    Noah Kornblith, Partner, O’Melveny & Myers LLP

    Tai Vivatvaraphol, Counsel, O’Melveny & Myers LLP

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.

CORRESP
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    O’Melveny
    & Myers LLP

    Times
    Square Tower

    7
    Times Square

    New
    York, NY 10036

    T:
    +1 212 326-2000

    F:
    +1 212 326-2061

    omm.com

    File Number:
    0844477-00001

VIA
EDGAR

June
30, 2023

Ms.
Irene Barberena-Meissner

Mr.
Mitchell Austin

Division
of Corporation Finance

Office
of Energy & Transportation

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Surf
Air Mobility Inc.

Response
to the Staff’s Comments on Amendment No. 1 to Registration Statement on Forms S-1 and S-4

Filed
on June 22, 2023

CIK
No. 0001936224

Dear
Ms. Barberena-Meissner and Mr. Austin:

On
behalf of our client, Surf Air Mobility Inc., a Delaware corporation (the “Company”), we are hereby submitting to
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter
setting forth the Company’s responses to the comments contained in the Staff’s letter dated June 27, 2023 regarding the Company’s
Amendment No. 1 to Registration Statement on Forms S-1 and S-4 filed via EDGAR to the Commission on June 22, 2023 (the “ Registration
Statement”).

Concurrently
with the submission of this letter, the Company is filing the Company’s Second Amendment to the Registration Statement on Form
S-1 and Form S-4 (the “Second Amended Registration Statement”) via EDGAR to the Commission for review.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. To the extent helpful, we have included
page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but
not otherwise defined herein have the meanings set forth in the Registration Statement.

Amendment
No. 1 to Registration Statement on Forms S-1 and S-4 filed on June 22, 2023

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.

Response:
The Company respectfully acknowledges the Staff’s comments and has revised the disclosure on page 88 of the Second Amended Registration
Statement.

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
    shares that have not yet been issued and will not be issued until the direct listing occurs or thereafter, including 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.

Response: The Company respectfully
acknowledges the Staff’s comment and provides the following legal analysis as the basis for registering the resale of the Initial
GEM Issuance Shares (as defined below) and the GEM Purchase Shares (as defined below) on the Registration Statement. The information in
Question 139.06 and 139.13 of the Securities Act Sections Compliance and Disclosure Interpretations was considered as it relates to the
Company’s facts and circumstances in connection with the legal analysis.

 ● Question 139.06 of the Securities Act Sections
Compliance and Disclosure Interpretations

 ● Initial GEM Issuance. As described in the Second Amended Registration Statement, the “Initial
                                                                                                                                                      GEM Issuance” means the issuance of 1,300,000 shares of Common Stock (the “Initial GEM Issuance
                                                                                                                                                      Shares”) to GEM upon listing, for a purchase price of $0.01 per share of Common Stock, pursuant to the Share Subscription
                                                                                                                                                      Facility. The Company respectfully advises the Staff that it has had a substantial preexisting relationship with GEM, the purchaser
                                                                                                                                                      of the Initial GEM Issuance Shares, since 2019. The Company further respectfully advises the Staff that GEM is irrevocably bound to
                                                                                                                                                      purchase these securities subject only to conditions outside of its control. Pursuant to Section 2.01(b) of the Share Subscription
                                                                                                                                                      Facility, the only conditions to the Initial GEM Issuance are: (a) the Initial GEM Issuance Shares must be able to be
                                                                                                                                                      issued free and clear of any liens and (b) the listing of the Company’s Common Stock on the New York Stock Exchange must
                                                                                                                                                      occur. The purchase price for the Initial GEM Issuance Shares was established at the time Amendment No. 1 of the Share Subscription
                                                                                                                                                      Facility was executed, prior to the effectiveness of the Registration Statement. The purchaser’s investment decision with
                                                                                                                                                      respect to the Initial GEM Issuance was made at the time of such execution, prior to the effectiveness of the Registration
                                                                                                                                                      Statement.

 ● GEM Purchase. As described in the Second
Amended Registration Statement, the “GEM Purchase” means the issuance of 1,000,000 shares of Common Stock (the “GEM
Purchase Shares”), which will be sold to GEM for a purchase price of $25.00 per share of Common Stock to occur upon the listing.
The Company respectfully advises the Staff that GEM, the purchaser of the GEM Purchase Shares, is irrevocably bound to purchase these
securities subject only to conditions outside of its control. Pursuant to Article II and Section 5.03 of the GEM Purchase Agreement, the
only conditions of GEM to the GEM Purchase are: (a) the listing of the Company’s Common Stock on the New York Stock Exchange must
occur, (b) the accuracy of the Company’s representations and warranties, (c) the Registration Statement must be effective, and there
may not be any no stop order suspending the effectiveness of Registration Statement, (d) the Company must have performed, satisfied and
complied in all material respects with all of its covenants, agreements and conditions under the GEM Purchase Agreement, (eno statute,
rule, regulation, executive order, decree, ruling or injunction will have been enacted, entered, promulgated or endorsed by any court
or governmental authority of competent jurisdiction which prohibits the consummation of the GEM Purchase, (f) no action, suit or proceeding
before any arbitrator or any governmental authority will have been commenced, and no investigation by any governmental authority will
have been threatened, against the Company, and (g) there will be sufficient authorized shares for the Company to be able to issue the
GEM Purchase Shares. The purchase price for the GEM Purchase Shares was established at the time GEM Purchase Agreement was executed, prior
to the effectiveness of the Registration Statement. The purchaser’s investment decision with respect to the GEM Purchase was made
at the time of such execution, prior to the effectiveness of the Registration Statement.

    2

 ● Question
                                            139.13 of the Securities Act Sections Compliance and Disclosure Interpretations

 ● The
                                            Company respectfully advises the Staff that it believes Question 139.13 of Securities Act
                                            Sections Compliance and Disclosure Interpretations (“Question 139.13”)
                                            is not applicable to either the Initial GEM Issuance or the GEM Purchase as Question 139.13
                                            only relates to private equity financing lines, as defined in Question 139.12 of the Securities
                                            Act Sections Compliance and Disclosure Interpretations.

 o Initial
                                            GEM Issuance. As noted above, the Initial GEM Issuance Shares are being purchased by
                                            GEM at an already agreed upon purchase price of $0.01 per share upon the listing and not
                                            pursuant to the exercise of a put option by the Company. The number of Initial GEM Issuance
                                            Shares is fixed and is not determined by a formula tied to the market price of the Common
                                            Stock at the time the Company exercises a put. The Company does acknowledge that the Initial
                                            GEM Issuance is being issued as part of the compensation the Company is paying to GEM in
                                            connection with a private equity financing line arrangement pursuant to the Share Subscription
                                            Facility, but the Initial GEM Issuance is not part of the equity line financing itself (i.e.,
                                            it is not being issued to GEM in connection with the exercise of a put option by the Company).
                                            Even if the Company does not exercise one put option provided by the Share Subscription Facility,
                                            the Initial GEM Issuance Shares will be issued to GEM upon the satisfaction of the conditions
                                            noted above.

 o GEM
                                            Purchase. As also noted above, GEM Purchase Shares are being purchased by GEM at an already
                                            agreed upon purchase of $25.00 per share upon the listing and not pursuant to the exercise
                                            of a put option by the Company. The number of GEM Purchase Shares is fixed and is not determined
                                            by a formula tied to the market price of the Common Stock at the time the Company exercises
                                            a put. The GEM Purchase Agreement documents a standalone securities purchase arrangement
                                            between the Company and GEM that exists independently of the Share Subscription Facility.

*
* *

If
you have any questions regarding the Second Amended Registration Statement, please contact Jeeho Lee by telephone at 212-326-2266 or
via e-mail at jeeholee@omm.com.

    Very truly yours,

    /s/ Jeeho
    M Lee

cc:

Yolanda
Guobadia, Staff Accountant

Robert
Babula, Staff Accountant

Sudhin
Shahani, Chief Executive Officer, Surf Air Mobility Inc.

C.
Brophy Christensen, Partner, O’Melveny & Myers LLP

Noah
Kornblith, Partner, O’Melveny & Myers LLP

Tai
Vivatvaraphol, Counsel, O’Melveny & Myers LLP

3

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.

CORRESP
1
filename1.htm

    O’Melveny & Myers LLP

    Times Square Tower

    7 Times Square

    New York, NY 10036

    T: +1 212 326-2000

    F: +1 212 326-2061

    omm.com

    File Number: 0844477-00001

VIA EDGAR

June 22, 2023

Ms. Irene Barberena-Meissner

Mr. Mitchell Austin

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Surf Air Mobility Inc.

Response to the Staff’s Comments on Registration Statement on Forms S-1 and S-4

Filed on June 5, 2023

CIK No. 0001936224

Dear Ms. Barberena-Meissner and Mr. Austin:

On behalf of our client, Surf Air Mobility Inc.,
a Delaware corporation (the “Company”), we are hereby submitting to the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the
comments contained in the Staff’s letter dated June 16, 2023 regarding the Company’s Registration Statement on Forms S-1 and
S-4 filed via EDGAR to the Commission on June 5, 2023 (the “ Registration Statement”).

Concurrently with the submission of this letter,
the Company is filing the Company’s First Amendment to the Registration Statement on Form S-1 and Form S-4 (the “First
Amended Registration Statement”) via EDGAR to the Commission for review.

The Staff’s comments are repeated below
in bold and are followed by the Company’s responses. To the extent helpful, we have included page references in the Registration
Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the
meanings set forth in the Registration Statement.

Registration Statement on Forms S-1 and
S-4 filed on June 5, 2023

Background of the Southern Acquisition, page 83

    1.
    We note your revised disclosure in response to prior comment 2 that Surf Air and Southern determined the initial purchase price of $50 million based on Southern’s revenue in 2019, as well as based on a multiple of Southern’s projected 2020 revenue. Please revise to quantify the financial data used to determine the initial purchase price and disclose underlying material assumptions.

Response: The Company respectfully acknowledges
the Staff’s comments and has revised the disclosure on page 83 of the Registration Statement to quantify the financial data used
to determine the initial purchase price and disclose underlying material assumptions.

    2.
    Please discuss how the Surf Air Board determined the Southern Merger Consideration was fair to Surf Air stockholders.

Response: The Company respectfully acknowledges
the Staff’s comments and has revised the disclosure on page 83 of the Registration Statement to discuss how the Surf Air Board
determined the Southern Merger Consideration was fair to Surf Air stockholders.

Surf Air’s Management’s Discussion and Analysis of
Financial Condition and Results of Operations 20283 Operating Environment, page 86

    3.
    We note your revised disclosure in response to prior comment 3 and reissue the comment in part. Please expand to identify actions planned or taken by Surf Air and Southern, if any, to mitigate inflationary pressures. In this regard, we note the disclosure on page 71 that assuming you do not enter into any future transactions to hedge your fuel consumption, or otherwise fix your labor costs, you will continue to be fully exposed to fluctuations in prices of material operating costs. We also note the disclosure on page 88 that although Southern continues to focus on mitigating these challenges, they are expected to continue to impact financial results in the coming months.

Response: The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure on pages 72, 88 and 104 of the Registration Statement to address Surf Air and Southern’s current
plans regarding inflationary pressures.

* * *

If you have any questions regarding the Registration
Statement, please contact Jeeho Lee by telephone at 212-326-2266 or via e-mail at jeeholee@omm.com.

    Very truly yours,

    /s/ Jeeho Lee

cc:

Yolanda Guobadia, Staff Accountant

Robert Babula, Staff Accountant

Sudhin Shahani, Chief Executive Officer, Surf Air Mobility Inc.

C. Brophy Christensen, Partner, O’Melveny & Myers LLP

Noah Kornblith, Partner, O’Melveny & Myers LLP

Tai Vivatvaraphol, Counsel, O’Melveny & Myers LLP

United States securities and exchange commission logo
June 16, 2023
Sudhin Shahani
Chief Executive Officer
SURF AIR MOBILITY INC.
12111 S. Crenshaw Blvd.
Hawthorne, CA 90250
Re:SURF AIR MOBILITY INC.
Registration Statement on Forms S-1 and S-4
Filed June 5, 2023
File No. 333-272403
Dear Sudhin Shahani:
            We have reviewed your 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.  Our references to
prior comments are to comments in our April 28, 2023 letter.
Registration Statement on Forms S-1 and S-4
Background of the Southern Acquisition, page 83
1.We note your revised disclosure in response to prior comment 2 that Surf Air and
Southern determined the initial purchase price of $50 million based on Southern’s revenue
in 2019, as well as based on a multiple of Southern’s projected 2020 revenue.  Please
revise to quantify the financial data used to determine the initial purchase price and
disclose underlying material assumptions.
2.Please discuss how the Surf Air Board determined the Southern Merger Consideration
was fair to Surf Air stockholders.

 FirstName LastNameSudhin Shahani
 Comapany NameSURF AIR MOBILITY INC.
 June 16, 2023 Page 2
 FirstName LastName
Sudhin Shahani
SURF AIR MOBILITY INC.
June 16, 2023
Page 2
Surf Air's Management's Discussion and Analysis of Financial Condition and Results of
Operations
2023 Operating Environment, page 86
3.We note your revised disclosure in response to prior comment 3 and reissue the comment
in part.  Please expand to identify actions planned or taken by Surf Air and Southern, if
any, to mitigate inflationary pressures.  In this regard, we note the disclosure on page 71
that assuming you do not enter into any future transactions to hedge your fuel
consumption, or otherwise fix your labor costs, you will continue to be fully exposed to
fluctuations in prices of material operating costs.  We also note the disclosure on page
88 that although Southern continues to focus on mitigating these challenges, they are
expected to continue to impact financial results in the coming months.
            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.
            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.
            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.

CORRESP
1
filename1.htm

    O’Melveny & Myers LLP

    Times Square Tower

    7 Times Square

    New York, NY 10036

    T: +1 212 326-2000

    F: +1 212 326-2061

    omm.com

    File Number: 0844477-00001

VIA EDGAR

June 5, 2023

Ms. Irene Barberena-Meissner

Mr. Mitchell Austin

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Surf Air Mobility Inc.

Response to the Staff’s Comments on Amendment No. 2 to Draft Registration Statement on Form S-1 and Form S-4

Confidentially submitted on April 14, 2023

CIK No. 0001936224

Dear Ms. Barberena-Meissner and Mr. Austin:

On behalf of our client, Surf Air Mobility Inc.,
a Delaware corporation (the “Company”), we are hereby submitting to the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the
comments contained in the Staff’s letter dated April 28, 2023 regarding the Company’s Amendment No. 2 to Draft Registration
Statement on Form S-1 and Form S-4 submitted via EDGAR to the Commission on April 14, 2023 (the “Draft Registration Statement”).

Concurrently with the submission of this letter, the Company is filing
the Company’s Registration Statement on Form S-1 and Form S-4 (the “Registration Statement”) via EDGAR to the
Commission for review.

The Staff’s comments are repeated below in bold and are followed
by the Company’s responses. To the extent helpful, we have included page references in the Registration Statement where the language
addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration
Statement.

Amendment No. 2 to Draft Registration
Statement on Form S-1 submitted April 14, 2023

Additional Transactions

Background of the Southern Acquisition, page 82

 1. We note your disclosure that during 2020, Surf Air was in discussions
with various aircraft OEMs regarding the electrification of their airframes and had determined to pursue electrification of the Cessna
Caravan, and in March 2020, Sudhin Shahani, Surf Air’s Chief Executive Officer, had an introductory phone call with Stan Little,
Southern’s Chief Executive Officer, to explore the possibility of working together. Please discuss if Surf Air considered any business
combinations or alternatives other than the business combination with Tuscan and/or Southern

Response: The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure on pages 82 and 83 of the Registration Statement to discuss the historical business combinations and
alternative acquisitions considered by Surf Air.

 2. We note your disclosure that on April 27, 2020, Surf Air and Southern entered into a nonbinding letter of intent which provided for
the acquisition of Southern at a purchase price of $50 million consisting of shares of Surf Air stock as determined by the IPO listing
price-per-share, and that on March 17, 2021, Surf Air, SAM, Surf Air Inc., SAC Merger Sub, and Southern entered into the Southern Acquisition
Agreement. We also note that the merger consideration was increased several times by amendment to the Southern Acquisition Agreement,
with the last amendment on November 11, 2022 amending the merger consideration to a number of SAM Common Stock representing the greater
of (a) the number of shares having an aggregate opening price per share equal to $81.25 million on the day of listing and (b) 12.5% of
the fully-diluted SAM Common Stock at listing. Please discuss how Surf Air determined the merger consideration to be received by Southern’s
stockholders. Also discuss the factors considered and reasons for the increase in consideration from the initial $50 million to a number
of SAM Common Stock representing the greater of (a) the number of shares having an aggregate opening price per share equal to $81.25 million
on the day of listing and (b) 12.5% of the fully-diluted SAM Common Stock at listing.

Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 82 and 83 of the Registration Statement to
discuss how Surf Air determined the merger consideration to be received by Southern’s stockholders, and discuss the factors
considered and reasons for the increase in consideration.

Surf Air’s Management’s Discussion and Analysis
of Financial Condition and Results of Operations

2022 Operating Environment, page 86

 3. We note your disclosure here that Surf Air has experienced inflationary impacts and rising fuel prices in its operations during 2022
and the extent to which global events and market inflationary impacts will affect its financial condition, liquidity and future results
of operations is uncertain. We also note similar disclosure regarding Southern is included on pages 98-99. Please revise to identify the
specific types of inflationary pressures experienced as well as principal contributing factors and clarify the resulting impact. As part
of your disclosure, identify actions planned or taken, if any, to mitigate inflationary pressures. Please also update your risk factor
on page 70 accordingly if recent inflationary pressures have materially impacted operations.

Response: The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure on pages 71, 86, 90 and 102 of the Registration Statement to identify specific types of inflationary
pressures experienced, contributing factors and the resulting impact, as well as efforts taken to mitigate inflationary pressures.

Internal Reorganization, Southern Acquisition and related transactions,
page 109

 4. We note your revised disclosure here in response to prior comment 19 that in connection with the Internal Reorganization, the Company
intends to enter into amendments with the SAFE holders whereby upon listing and pursuant to the SAFE Settlement, SAFE holders will receive
shares of your Common Stock based on a conversion price equal to 65% of the initial listing price. Please also revise your disclosure
on page 81 to reflect this conversion price.

Response: The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure on page 81 of the Registration Statement to reflect that the SAFE holders will receive shares of SAM
Common Stock based on a conversion price equal to 65% of the initial listing price.

    2

Principal and Registered Stockholders, page 165

 5. We note your response to prior comment 1. We also note that the Principal and Registered Stockholders table continues to include shares
that will not be issued until the direct listing occurs or later in connection with the Tuscan Payment, SAFE Settlement, Advisor Accrual,
Initial GEM Issuance, and GEM Advances. As these shares cannot be registered for resale at this time, please remove these shares from
the table or explain to us why these shares are still included.

Response: The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure on page 176 of the Registration Statement to remove the Tuscan Payment, SAFE Settlement, the Advisor
Accrual, the Initial GEM Issuance and GEM Advance from the Principal Stockholders table.

General

 6. We note you have converted your Registration Statement on Form S-1 to a combined Registration Statement on Form S-1 and Form S-4 to
register your issuance of shares to shareholders of Surf Air and Southern Airways as well as the resale of such shares, as part of the
Internal Reorganization and the Southern Acquisition. Please revise to include a separate prospectus for the primary and resale offering
of these shares.

Response: The Company respectfully acknowledges the Staff’s comment
and has updated the Registration Statement to include separate prospectuses for each of the primary and resale offering of SAM shares.

* * *

If you have any questions regarding the Registration Statement, please
contact Jeeho Lee by telephone at 212-326-2266 or via e-mail at jeeholee@omm.com.

    Very truly yours,

    /s/ Jeeho Lee

cc:

Yolanda Guobadia, Staff Accountant

Robert Babula, Staff Accountant

Sudhin Shahani, Chief Executive Officer, Surf Air Mobility Inc.

C. Brophy Christensen, Partner, O’Melveny & Myers LLP

Noah Kornblith, Partner, O’Melveny & Myers LLP

Tai Vivatvaraphol, Counsel, O’Melveny & Myers LLP

3

United States securities and exchange commission logo
April 28, 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 Draft Registration Statement on Form S-1
Draft Registration Statement on Form S-4
Submitted April 14, 2023
CIK No. 0001936224
Dear Sudhin Shahani:
            We have reviewed your amended 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.  Our references to prior comments are to comments in our March 10, 2023 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1 submitted April 14, 2023
Additional Transactions
Background of the Southern Acquisition, page 82
1.We note your disclosure that during 2020, Surf Air was in discussions with various
aircraft OEMs regarding the electrification of their airframes and had determined to
pursue electrification of the Cessna Caravan, and in March 2020, Sudhin Shahani, Surf
Air’s Chief Executive Officer, had an introductory phone call with Stan Little, Southern’s
Chief Executive Officer, to explore the possibility of working together.  Please discuss if
Surf Air considered any business combinations or alternatives other than the business
combination with Tuscan and/or Southern.

 FirstName LastNameSudhin Shahani
 Comapany NameSURF AIR MOBILITY INC.
 April 28, 2023 Page 2
 FirstName LastNameSudhin Shahani
SURF AIR MOBILITY INC.
April 28, 2023
Page 2
2.We note your disclosure that on April 27, 2020, Surf Air and Southern entered into a non-
binding letter of intent which provided for the acquisition of Southern at a purchase price
of $50 million consisting of shares of Surf Air stock as determined by the IPO listing
price-per-share, and that on March 17, 2021, Surf Air, SAM, Surf Air Inc., SAC Merger
Sub, and Southern entered into the Southern Acquisition Agreement.  We also note that
the merger consideration was increased several times by amendment to the Southern
Acquisition Agreement, with the last amendment on November 11, 2022 amending the
merger consideration to a number of SAM Common Stock representing the greater of (a)
the number of shares having an aggregate opening price per share equal to $81.25 million
on the day of listing and (b) 12.5% of the fully-diluted SAM Common Stock at
listing.  Please discuss how Surf Air determined the merger consideration to be received
by Southern's stockholders.  Also discuss the factors considered and reasons for the
increase in consideration from the initial $50 million to a number of SAM Common Stock
representing the greater of (a) the number of shares having an aggregate opening price per
share equal to $81.25 million on the day of listing and (b) 12.5% of the fully-diluted SAM
Common Stock at listing.
Surf Air's Management's Discussion and Analysis of Financial Condition and Results of
Operations
2022 Operating Environment, page 86
3.We note your disclosure here that Surf Air has experienced inflationary impacts and rising
fuel prices in its operations during 2022 and the extent to which global events and market
inflationary impacts will affect its financial condition, liquidity and future results of
operations is uncertain.  We also note similar disclosure regarding Southern is included on
pages 98-99.  Please revise to identify the specific types of inflationary pressures
experienced as well as principal contributing factors and clarify the resulting impact.  As
part of your disclosure, identify actions planned or taken, if any, to mitigate inflationary
pressures.  Please also update your risk factor on page 70 accordingly if recent inflationary
pressures have materially impacted operations.
Internal Reorganization, Southern Acquisition and related transactions, page 109
4.We note your revised disclosure here in response to prior comment 19 that in connection
with the Internal Reorganization, the Company intends to enter into amendments with the
SAFE holders whereby upon listing and pursuant to the SAFE Settlement, SAFE holders
will receive shares of your Common Stock based on a conversion price equal to 65% of
the initial listing price.  Please also revise your disclosure on page 81 to reflect this
conversion price.
Principal and Registered Stockholders, page 165
5.We note your response to prior comment 1.  We also note that the Principal and
Registered Stockholders table continues to include shares that will not be issued until the
direct listing occurs or later in connection with the Tuscan Payment, SAFE

 FirstName LastNameSudhin Shahani
 Comapany NameSURF AIR MOBILITY INC.
 April 28, 2023 Page 3
 FirstName LastName
Sudhin Shahani
SURF AIR MOBILITY INC.
April 28, 2023
Page 3
Settlement, Advisor Accrual, Initial GEM Issuance, and GEM Advances.  As these shares
cannot be registered for resale at this time, please remove these shares from the table or
explain to us why these shares are still included.
General
6.We note you have converted your Registration Statement on Form S-1 to a combined
Registration Statement on Form S-1 and Form S-4 to register your issuance of shares to
shareholders of Surf Air and Southern Airways as well as the resale of such shares, as part
of the Internal Reorganization and the Southern Acquisition.  Please revise to include a
separate prospectus for the primary and resale offering of these shares.
            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, Acting Legal Branch Chief, at 202-551-3574 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jeeho Lee, Esq.

United States securities and exchange commission logo
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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 March 10, 2023 Page 2
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SURF AIR MOBILITY INC.
March 10, 2023
Page 2
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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 March 10, 2023 Page 3
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SURF AIR MOBILITY INC.
March 10, 2023
Page 3
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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 Comapany NameSURF AIR MOBILITY INC.
 March 10, 2023 Page 4
 FirstName LastNameSudhin Shahani
SURF AIR MOBILITY INC.
March 10, 2023
Page 4
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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March 10, 2023
Page 5
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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March 10, 2023
Page 6
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