10-K: Surf Air Mobility Faces Going Concern Doubt Amid Rising Losses

Sentiment:

Annual Report 12 March 2026 5:29 PM

Surf Air Mobility Inc. reported a significant increase in net loss for 2025 and faces substantial doubt about its ability to continue as a going concern, despite ongoing capital raises and strategic initiatives.

Delay expectedThe company experienced operational disruptions in January 2025 due to voluntary flight cancellations to address maintenance concerns, impacting revenues and incurring unplanned costs.The timing of the production ramp for fully-electric and hybrid-electric aircraft is dependent on finalizing design, engineering, component procurement, testing, and regulatory approval by the FAA, which is described as a "lengthy and unpredictable process."The company's ability to obtain Supplemental Type Certificates (STCs) for its planned powertrains on the expected timeline is uncertain, with potential for delays or even a requirement for a more complex Type Certification process.The rollout of SurfOS to launch customers is anticipated to begin in 2026, indicating that the full commercialization and scaling of this technology is still in the future.

Capital raiseReceived net proceeds of $51.4 million through the issuance and sale of 19,640,424 shares of common stock and warrants through various direct and private offerings in 2025.Received net proceeds of $65 million from a convertible note offering in November 2025.Received $47.2 million from draws under the Share Purchase Agreement with GEM in 2025, through the issuance of 13,450,000 shares of common stock.As of December 31, 2025, the company had contractual terms allowing for further advances of up to $97.5 million under the GEM Share Purchase Agreement, plus an additional $251.4 million subject to daily volume limitations.Closed a $74 million aggregate principal amount of senior secured convertible notes (High Trail Convertible Note) in November 2025, receiving $65 million in proceeds before expenses.The company explicitly states it "will need additional financing to execute our business plan, to fund our operations and to continue as a going concern" and is evaluating strategies including additional equity financing, issuing additional debt, or other financing arrangements.

Worse than expectedNet loss increased by 48% to $110.6 million in 2025, indicating a significant deterioration in profitability.Revenue decreased by 11% in 2025, contrary to growth expectations for an emerging company.Operating loss widened by 28%, reflecting increased operational inefficiencies and costs.Cash used in operating activities increased, demonstrating continued negative cash flow from core business operations.The company explicitly states "There is substantial doubt about our ability to continue as a going concern," which is a critical negative indicator.

Summary

Surf Air Mobility Inc. (SRFM) reported a net loss of $110.6 million for the year ended December 31, 2025, a 48% increase from $74.9 million in 2024.
Revenue decreased by 11% to $106.6 million in 2025 from $119.4 million in 2024, primarily due to a 15% decrease in scheduled revenue from exiting unprofitable routes.
The company's operating loss widened by 28% to $76.9 million in 2025 from $60.3 million in 2024.
Cash used in operating activities increased to $64.2 million in 2025 from $54.3 million in 2024.
Surf Air Mobility has incurred losses from operations, negative cash flows, and a working capital deficit, leading to substantial doubt about its ability to continue as a going concern.
The company is in default of $9.9 million in federal excise taxes and $0.9 million in property taxes as of December 31, 2025, and has defaulted on a $0.5 million SAFE-T note.
Strategic initiatives include developing an AI-enhanced software operating system (SurfOS) in collaboration with Palantir Technologies, with a rollout to launch customers anticipated in 2026.
The company is pursuing Supplemental Type Certificates (STCs) for proprietary fully-electric and hybrid-electric powertrain technology for Cessna Grand Caravan aircraft, with an exclusive sales and marketing relationship with Textron Aviation (TAI).
Surf Air Mobility secured $65 million from a convertible note offering in November 2025, using $50.4 million to repay a credit agreement with Comvest Partners and $4 million to repay Partners for Growth V, L.P.
The company received $47.2 million from draws under its Share Purchase Agreement with GEM Global Yield LLC SCS (GEM) in 2025, issuing 13,450,000 shares of common stock.
As of December 31, 2025, the company had $97.5 million in further advances and an additional $251.4 million available under the GEM Share Purchase Agreement, subject to limitations.
In March 2026, the company entered an agreement with BETA Technologies to purchase 25 all-electric ALIA aircraft, with deliveries scheduled to commence in 2028, and an option for 75 additional aircraft.
The TAI aircraft purchase agreement was amended in February 2026, reducing firm commitments from 90 to 4 Cessna Caravans for 2026 delivery.
The company identified material weaknesses in its internal controls over financial reporting as of December 31, 2025, related to control environment, identification and accounting for complex transactions, period-end financial reporting, and IT general controls.
The company's common stock regained compliance with NYSE listing requirements for share price ($1.00) in September 2024 and for market capitalization and stockholders' equity in November 2025, but faces potential delisting if it falls below criteria again within 12 months of November 20, 2025.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing with a highly negative sentiment due to the explicit 'going concern' warning, significant increase in net losses, declining revenue, and ongoing defaults on tax and debt obligations, which overshadow strategic initiatives and capital raises.

Positives

The company is actively developing an AI-enhanced software operating system, SurfOS, in collaboration with Palantir Technologies, which is already showing improved productivity and efficiency.
Strategic partnerships with Textron Aviation (TAI) for electrified aircraft distribution and with BETA Technologies for the purchase of 25 all-electric ALIA aircraft (with an option for 75 more) position the company for future electric aviation.
The company has secured significant financing, including $65 million from a convertible note offering and $47.2 million from the GEM Share Purchase Agreement in 2025, demonstrating continued access to capital.
Surf Air Mobility successfully repaid $50.4 million of its credit agreement with Comvest Partners and $4 million to Partners for Growth V, L.P. in 2025.
The company has a pilot pipeline agreement with SkyWest, which helps address the industry-wide pilot shortage and promotes career flow into regional airlines.
Surf Air Mobility regained compliance with NYSE listing standards for both share price and market capitalization/stockholders' equity in 2024 and 2025, respectively.

Negatives

The company reported a substantial net loss of $110.6 million in 2025, a 48% increase from $74.9 million in 2024.
Revenue decreased by 11% in 2025, primarily due to a 15% decline in scheduled revenue from exiting unprofitable routes.
Operating loss widened by 28% in 2025, indicating deteriorating operational efficiency.
Cash used in operating activities increased to $64.2 million in 2025, highlighting continued negative cash flow from core operations.
There is substantial doubt about the company's ability to continue as a going concern due to accumulated losses, negative cash flows, and a working capital deficit.
The company is in default of $9.9 million in federal excise taxes and $0.9 million in property taxes, and has defaulted on a $0.5 million SAFE-T note.
General and administrative expenses increased significantly by 79% in 2025, driven by higher stock-based compensation, transaction-related costs, and incentive bonus accruals.
The company experienced operational disruptions in January 2025 due to voluntary flight cancellations for maintenance concerns, resulting in lost revenues and unplanned costs.
The company's ability to draw on the GEM Share Purchase Agreement is significantly restricted by daily volume limitations, impacting its access to the full $251.4 million remaining availability.
Material weaknesses in internal controls over financial reporting were identified as of December 31, 2025, which could affect the accuracy and timeliness of financial reporting.

Risks

Substantial doubt exists about the company's ability to continue as a going concern, requiring additional financing to fund operations and execute its business plan.
The company has incurred significant losses since inception and expects continuing losses, with no assurance of achieving or maintaining profitability or positive cash flows.
Inability to accurately predict future capital needs or obtain additional financing on acceptable terms could force the company to reduce spending, scale back development plans (including electrification), or divest parts of its business.
The actual number of shares needed to be sold under the Share Subscription Facility to GEM is unpredictable, and the company may not access the full amount or in a timely manner, leading to substantial dilution for existing shareholders.
Previous defaults on debt and tax obligations, including $9.9 million in federal excise taxes and $0.9 million in property taxes, pose ongoing financial and legal risks.
The market for regional air mobility is still emerging and may not achieve expected growth, or may grow more slowly, impacting demand for services and software solutions.
Changes in consumer preferences, discretionary spending, and economic conditions (e.g., recessionary periods, inflation) could adversely affect demand for air mobility services.
Intense competition in the regional air mobility industry, including from existing services and new technologies, could impact market share and profitability.
Failure to successfully enter new markets, offer new routes, or enhance existing offerings could adversely affect business growth and financial results.
Harm to the company's reputation and brands due to negative publicity, safety concerns, operational disruptions, or inappropriate behavior by stakeholders could adversely affect business.
The planned fully-electric and hybrid-electric powertrain solutions may not result in anticipated operating cost savings, negatively impacting network economics and the Aircraft-as-a-Service strategy.
Future fully-electric and hybrid-electric aircraft may require unexpected maintenance frequencies or costs, adversely affecting business and operations.
The supply of pilots to the airline industry is limited, potentially affecting operations and increasing labor costs, which constitute a substantial portion of total operating costs.
Exposure to operational disruptions due to maintenance, including unexpected increases in maintenance costs or grounding of aircraft, could negatively impact revenues and costs.
Unsatisfactory safety performance or crashes/accidents involving the company's aircraft or powertrains could lead to significant reputational harm, tort liability, and increased costs.
Substantial dependence on strategic partners (e.g., Textron, Palantir, AeroTEC, BETA) creates risks of technology dependence, collaborator misalignment, relationship challenges, and funding uncertainties.
Inability to economically outsource production, assembly, and installation of powertrain solutions at scale, or source parts, could negate investment benefits.
The collaboration with TAI for powertrain development and exclusive supplier relationship is subject to conditions and milestones, with potential termination if not met.
Reliance on third-party aircraft operators introduces risks of inability to support operations, increased costs, or disruptions due to workforce issues.
Reliance on information technology systems and third-party web service providers exposes the company to cyber-attacks, system failures, and data breaches, which could disrupt services, harm reputation, and incur liabilities.
Failure to adequately protect intellectual property rights could impair competitive position, lead to market share loss, reduced revenue, and costly litigation.
Extensive and evolving laws and regulations, including those related to environmental, safety, and data privacy, may increase costs, disrupt operations, and limit flexibility.
Continued access to Essential Air Service (EAS) revenue is critical, and changes in funding, increased competition, or program termination could materially adversely affect the business.
Failure to maintain compliance with NYSE listing requirements could lead to delisting, reduced liquidity, and loss of investor confidence.
The company's management has limited prior experience in operating a public company, potentially leading to challenges in managing regulatory oversight and reporting obligations.
Shareholders may experience significant dilution from future equity issuances, including under the GEM Share Subscription Facility.
The company does not intend to pay cash dividends for the foreseeable future, limiting shareholder returns through dividends.
The trading price of common stock may be volatile due to various market and industry factors, potentially leading to securities litigation.
The company's estimates and judgments relating to critical accounting policies, if incorrect, could adversely affect results of operations.

Future Outlook

The company anticipates rolling out its AI-enhanced SurfOS software to launch customers in 2026, with wider distribution to third-party operators, charter brokers, and owners over time. It intends to deploy electrified aircraft across its scheduled service routes when available and is pursuing Supplemental Type Certificates (STCs) for proprietary powertrain technology for Cessna Grand Caravan aircraft. The company expects to invest significantly in expanding its network footprint and developing electrified powertrain technology, with an expected cost of approximately $0.3 billion for aircraft acquisition over the next five years. Deliveries of 25 all-electric BETA CX300 ALIA aircraft are scheduled to commence in 2028, with an option for 75 additional aircraft, aiming to launch the first commercial electric passenger service in Hawaii. The company expects to file a registration statement for High Trail Capital shares by March 17, 2026. It also expects to incur significant costs in the future to support technology development and anticipates continued inflationary pressures and perceived recessionary risks to impact future results.

Management Comments

"We expect the combination of our legacy networks will continue to provide the basis for our expanded, nationwide regional Air Mobility business."
"We firmly believe that regional air mobility can displace driving from its predominant position in 100-500 mile travel."
"We believe Surf Air Mobility is uniquely positioned to lead the transformation of the regional air mobility industry."
"SurfOS is currently in the implementation phase across our Company, and we are already seeing improved productivity and efficiency through these tools."
"The Company is currently implementing operational improvements and stringent operating expenses management to improve the profitability of its airline operations."
"In parallel, the Company is advancing its technology initiatives, including its software technology platform and Caravan electrification programs."

Industry Context

StockSavvy.ai notes that Surf Air Mobility's strategy aligns with the broader industry trend towards sustainable aviation and regional air mobility, aiming to capitalize on the projected $75 billion to $115 billion global market by 2035. The company's focus on electrifying existing fleets and developing AI-enhanced software (SurfOS) positions it to address the demand for lower operating costs and reduced emissions. Its partnerships with established players like Textron Aviation and technology leaders like Palantir, alongside new entrants like BETA Technologies, reflect a multi-faceted approach to innovation and market penetration. However, the nascent nature of electric aviation and intense competition from both traditional and emerging mobility solutions present significant challenges, as competitors may commercialize technology sooner or offer alternative solutions like hydrogen fuel cells.

Comparison to Industry Standards

The company's ambition to displace driving for 100-500 mile travel with regional air mobility is a bold vision, but the commercialization of electric and hybrid-electric aircraft remains unproven, unlike the more established electric automobile market with companies like Tesla.
The company's plan to operate one of the largest commuter airlines in the U.S. by scheduled departures, serving over 300,000 passengers with approximately 62,000 scheduled departures in 2025, provides a scale advantage compared to smaller, niche regional operators, but still pales in comparison to major airlines like Southwest or American Airlines in terms of passenger volume and network reach.
The collaboration with Palantir Technologies for an AI-enhanced operating system (SurfOS) is a strategic move to leverage advanced data analytics, similar to how larger logistics and transportation companies utilize AI for optimization, but its effectiveness and market acceptance are yet to be fully demonstrated.
The agreement to purchase 25 BETA CX300 all-electric ALIA aircraft, with deliveries commencing in 2028, positions Surf Air Mobility among the early adopters of electric vertical takeoff and landing (eVTOL) or electric conventional takeoff and landing (eCTOL) aircraft, a segment where companies like Joby Aviation and Archer Aviation are also actively developing and seeking certification for their own aircraft models.
The company's reliance on Essential Air Service (EAS) subsidies, which constituted 42% of its total revenue in 2025, is a common practice for regional carriers serving smaller communities, but exposes it to legislative and competitive risks, unlike larger airlines that primarily rely on market-driven passenger fares.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Structure	Board of directors is classified into three classes (Class A, B, C) with staggered three-year terms, making it more difficult to gain control through proxy contests.	N/A	Increases stability of current management and board, potentially hindering activist investors or hostile takeovers.
Preferred Stock Issuance Authority	Board of directors is authorized to fix voting rights, designations, powers, preferences, and restrictions of preferred stock without stockholder approval.	N/A	Could be used to create anti-takeover effects or dilute voting power of common stockholders.
Exclusive Forum Provision	Amended and Restated Certificate of Incorporation requires derivative actions, breach of fiduciary duty claims, and DGCL claims to be brought in Delaware Chancery Court or federal district court of Delaware. Securities Act claims must be brought in federal district courts.	N/A	Aims to increase consistency in applying Delaware law and may discourage lawsuits against directors and officers, though enforceability can be challenged.
Special Meeting Call Authority	Special meetings of stockholders may only be called by a resolution adopted by the board of directors.	N/A	Limits stockholders' ability to call special meetings, centralizing power with the board.
Advance Notice Requirements	Stockholders must provide timely written notice (90-120 days prior to anniversary date of preceding annual meeting) for proposals or director nominations.	N/A	May preclude stockholders from bringing matters or nominations before annual meetings, potentially deterring proxy contests.
Action by Written Consent	Any action required or permitted to be taken at stockholder meetings may only be taken upon vote at a duly noticed and called meeting, not by written consent.	N/A	Requires physical meetings for stockholder actions, making it harder for stockholders to act quickly without board approval.
Director Removal	Directors may be removed only for cause and only by the affirmative vote of holders of at least 66 2/3% of the voting power of all then outstanding shares entitled to vote.	N/A	Provides strong protection for incumbent directors against removal.
Foreign Ownership Limits	Amended and Restated Certificate of Incorporation and Bylaws limit total voting interest owned/controlled by non-citizens to 25.0%, and total equity interests held by non-citizens from non-open-skies countries to 25.0%, and all non-citizens collectively to 49.0%.	N/A	Ensures compliance with U.S. aeronautical laws and regulations regarding citizenship, but may limit foreign investment and voting power.
Delaware Anti-Takeover Statute (Section 203 DGCL)	The company is subject to Section 203 of the DGCL, which prevents certain business combinations with interested stockholders for three years.	N/A	Makes hostile takeovers more difficult, encouraging negotiation with the board.

Legal Proceedings

The company was a party to a lawsuit by Menagerie Enterprises, Inc. (Monarch Air) against Rise U.S. Holdings, LLC (a subsidiary), which was settled in November 2021. The Rise Parties agreed to pay actual damages of $1.0 million, pre-judgment interest of $0.2 million, attorneys' fees of $0.06 million, and court costs of $0.003 million. The full settlement was accrued as of December 31, 2025 and 2024.
The company is currently in default of certain excise and property taxes, with a total outstanding federal excise tax liability of $9.9 million and property tax liability of $0.9 million as of December 31, 2025. An Offer-in-Compromise (OIC) was rejected by the IRS in December 2024, and a request for reconsideration was submitted in December 2025.
The company is subject to ongoing U.S. Department of Transportation (DOT) fitness review in connection with its acquisition of Southern Airways, which evaluates citizenship, competence, compliance, and financial viability.

Related Party Transactions

LamVen LLC (related party): Multiple term notes totaling $43.1 million were refinanced into a $50.0 million secured convertible promissory note in November 2024. In 2025, $49.9 million of this note was transferred to a non-affiliated third party, with LamVen retaining a $0.1 million principal balance. LamVen also received 750,000 shares of common stock and 3,389,398 warrants in exchange for existing notes in November 2024.
Park Lane Investments LLC (affiliated with a co-founder): Entered into a Reimbursement Agreement in November 2024 to backstop a letter of credit for the Comvest Credit Agreement, amended in November 2025 to include the High Trail Convertible Note. Issued 2,025,000 shares of common stock to Park Lane in November 2025 for credit support. Settled aircraft lease return conditions in October 2025 by issuing 1,200,000 shares of common stock (fair value $5.4 million) for four leased aircraft.
JA Flight Services (JAFS) and BAJ Flight Services (BAJFS): Leased three aircraft from JAFS (50% owned by Bruce A. Jacobs, an employee and shareholder) and one from BAJFS (100% owned by Bruce A. Jacobs). Combined lease and engine reserve expense of approximately $0.3 million in 2025.
Schuman Aviation Ltd. (owned by an employee and shareholder): Leased six aircraft. Recorded approximately $1.7 million in combined lease and engine reserve expense in 2025. Owed approximately $0.5 million as of December 31, 2025.
Proxima Centauri, LLC (wholly-owned by David Anderman, a director): Provides advisory services for a monthly fee of $20,000 and received a warrant to purchase up to 142,857 shares of common stock.
Sudhin Shahani (co-founder): Purchased 408,163 shares of common stock in a private placement.

Stakeholder Impact

Shareholders: Face significant dilution risk from ongoing and future equity capital raises, including under the GEM Share Purchase Agreement and convertible notes. The absence of planned cash dividends means returns will depend solely on stock price appreciation. Stock price volatility is a noted risk.
Employees: The company's ability to attract and retain highly skilled personnel, including pilots and maintenance technicians, is critical given industry shortages. The pilot pipeline agreement with SkyWest aims to mitigate this. Stock-based compensation is a significant component of employee incentives.
Customers: May experience service disruptions due to operational challenges, such as maintenance-related flight cancellations. The success of new offerings like SurfOS and electrified aircraft depends on customer adoption and satisfaction with reliability, safety, and cost-effectiveness.
Suppliers/Partners: The company's strategic initiatives and operations are heavily reliant on third-party partners (e.g., Textron, Palantir, AeroTEC, BETA) for technology development, aircraft supply, and operational support. Disruptions in these relationships or supply chains could severely impact the business.
Creditors: The company is in default on certain tax and debt obligations, raising concerns about its ability to meet future financial commitments. While some debt has been refinanced or repaid, the 'going concern' warning indicates elevated risk for creditors.

Next Steps

Continue to evaluate strategies to obtain additional funding for future operations, including equity financing, debt issuance, or other financing arrangements.
Implement operational improvements and stringent operating expenses management to improve the profitability of airline operations.
Advance technology initiatives, including the software technology platform (SurfOS) and Caravan electrification programs.
Begin rolling out SurfOS to launch customers in 2026, followed by wider distribution to third-party operators, charter brokers, and owners.
Pursue Supplemental Type Certificates (STCs) from the FAA for fully-electric and hybrid-electric powertrain technology for Cessna Grand Caravan aircraft.
Commence deliveries of 25 BETA CX300 all-electric ALIA aircraft in 2028, with an option for 75 additional aircraft, aiming to launch commercial electric passenger service in Hawaii.
File a registration statement for the 3,510,638 shares issued to High Trail Capital by March 17, 2026.
Continue efforts to remediate identified material weaknesses in internal controls over financial reporting.
Monitor and assess the potential impact of federal appropriations for the Essential Air Service (EAS) program and changes in related legislation.
Explore available options regarding settlement of federal excise tax liability, including submission of additional Offers-in-Compromise (OICs).

Key Dates

Date	Description
July 2019	SAFE-T note matured.
July 17, 2019	Pilot Pathway Agreement with SkyWest Airlines, Inc. and Southern Airways Corporation.
August 26, 2020	Registration rights agreement with GEM Global Yield LLC SCS (GEM) and an affiliated entity.
October 1, 2020	Amendment No. 1 to Pilot Pathway Agreement with SkyWest Airlines, Inc. and Southern Airways Corporation.
May 18, 2021	Software license agreements with Palantir Technologies Inc. (Palantir) executed.
November 8, 2021	Rise Parties entered into a final judgment with Menagerie Enterprises, Inc. (Monarch Air).
March 1, 2022	Amendment No. 2 to Pilot Pathway Agreement with SkyWest Airlines, Inc. and Southern Airways Corporation.
September 15, 2022	Agreements with Textron Aviation Inc. (TAI) for engineering services, licensing, sales and marketing, and aircraft purchases entered into.
October 10, 2022	Agreement with Jetstream Aviation Capital, LLC (Jetstream) for sale/assignment of purchase rights and leaseback of aircraft.
January 18, 2023	Term note agreement with LamVen, a related party, for $1.0 million.
May 22, 2023	Additional term note agreement with LamVen for $4.6 million in cash.
June 15, 2023	$5.0 million note agreement with LamVen.
June 21, 2023	Convertible note purchase agreement with Partners for Growth V, L.P. (PFG) for $8.0 million.
July 27, 2023	Company's public listing on the NYSE and acquisition of Southern Airways Corporation (Southern) completed; TAI agreements became effective.
September 28, 2023	Registration statement for GEM's resale of 185,714 shares declared effective by the SEC.
September 29, 2023	Company received its first advance of $4.5 million under the GEM Share Purchase Agreement; registration statement for PFG conversion declared effective.
October 3, 2023	Remaining $3.0 million of the first GEM advance received.
October 9, 2023	Insider Trading Policy effective date.
October 2023	Granted 28,571 additional PRSUs as part of a hiring grant to an executive under the 2023 Plan.
December 29, 2023	LamVen term notes amended to extend maturity date to January 15, 2024, and one note's principal increased to $10.0 million.
January 26, 2024	LamVen term notes further amended to extend maturity date to February 9, 2024, and one note's principal increased to $15.0 million.
March 1, 2024	Company entered into a mandatory convertible security purchase agreement (MCSPA) with GEM.
April 2, 2024	Received formal notice from NYSE for non-compliance with $1.00 average closing price requirement.
April 28, 2024	LamVen term notes further amended to extend maturity date to May 15, 2024, and one note's principal increased to $25.0 million.
May 20, 2024	Received formal notice from NYSE for non-compliance with average total market capitalization and stockholders' equity requirements.
July 31, 2024	LamVen term notes further amended to extend maturity date to August 20, 2024.
August 7, 2024	Registration statement for GEM resale declared effective; GEM Mandatory Convertible Security issued.
August 9, 2024	Joint venture agreement with Palantir Technologies, Inc. (Surf Air Technologies) entered into.
August 16, 2024	Seven-for-one reverse stock split for all common stock issued and outstanding.
September 25, 2024	Unregistered warrants dated issued to an advisor and a related party.
September 30, 2024	Regained compliance with NYSE $1.00 average closing price requirement.
November 2024	LamVen term notes exchanged for a new secured convertible promissory note with LamVen.
November 14, 2024	Entered into a 4-year credit agreement with Comvest Partners; entered into a secured convertible promissory note (LamVen Note) with LamVen for $50.0 million; entered into a Reimbursement Agreement with Park Lane.
December 6, 2024	Board of directors determined certain targets under the Incentive Bonus Plan were not met.
December 16, 2024	Advisory Services Agreement with Proxima Centauri, LLC entered into.
January 2025	Voluntarily cancelled a significant number of scheduled flights due to maintenance concerns.
February 2025	Relocated air operations center to Addison, Texas.
March 31, 2025	Entered into a securities purchase agreement for a registered direct offering.
April 1, 2025	Closing of registered direct offering.
May 8, 2025	Unregistered warrants dated issued to an advisor and a related party.
May 13, 2025	Registration statement for LamVen LLC warrant exercise declared effective.
May 22, 2025	Sold 816,326 shares of common stock in private placements; unregistered warrants issued to LamVen LLC.
June 25, 2025	Entered into a securities purchase agreement for a registered direct offering.
June 26, 2025	Closing of registered direct offering.
July 2, 2025	Company and Palantir modified their existing software license agreement, expanding the relationship instead of consummating the JV.
July 2025	Software license agreements with Palantir modified.
October 1, 2025	EAS market size for annual contract subsidy rates was approximately $627 million.
October 2025	Entered into a settlement agreement with Park Lane with respect to return conditions under aircraft leases.
November 2025	Software license agreements with Palantir modified; full repayment of all principal and interest due under the Comvest Credit Agreement.
November 10, 2025	Entered into a securities purchase agreement for a registered direct offering; issued 1,000,000 shares of common stock to Palantir as prepayment for license fees.
November 12, 2025	Closing of registered direct offering; issued warrants to purchase common stock to associated investors; closed a $74 million aggregate principal amount of senior secured convertible notes (High Trail Note) in a private placement; delivered 881,579 additional shares of common stock to Palantir; entered into a securities purchase agreement for a private placement; issued warrants to purchase common stock to associated investors; unregistered warrants issued to LamVen LLC and Park Lane Investments LLC; entered into an amendment to the Reimbursement Agreement with Park Lane; issued 2,025,000 shares of common stock to Park Lane for credit support.
November 18, 2025	Temporary EAS funding authority extended.
November 19, 2025	Registration statement for additional Palantir shares initially declared effective; registration statement for convertible note issued on November 12, 2025, initially declared effective.
November 20, 2025	Regained compliance with NYSE market capitalization and stockholders' equity requirements.
December 2025	Submitted a request for reconsideration to the IRS regarding the previously filed OIC for excise tax liabilities.
December 31, 2025	Fiscal year ended; GEM Mandatory Convertible Security fully settled; total outstanding federal excise tax liability of $9.9 million; total outstanding property tax liability of $0.9 million; SAFE-T note outstanding principal of $0.5 million; $0.1 million principal balance retained by LamVen under the New LamVen Note; $1.9 million outstanding under the New Convertible Note.
January 2026	Holder of the New Convertible Note converted the remaining $1.9 million principal amount to 967,018 shares of common stock.
February 2026	Company and TAI amended their aircraft purchase agreement, reducing firm commitments.
March 2026	Entered into an agreement with BETA Technologies to purchase 25 BETA CX300 all-electric ALIA aircraft; issued 3,510,638 shares of common stock to High Trail Capital in settlement of cash payments due.
March 6, 2026	Number of common stock outstanding was 76,993,252.
March 12, 2026	Date of the Annual Report on Form 10-K.
March 17, 2026	Expected filing date for a registration statement for High Trail Capital shares.
April 30, 2027	Maturity date for some notes payable to Clarus Capital.
June 30, 2027	Maturity date for some notes payable to Clarus Capital; enterprise term for Palantir software license agreement ends.
September 30, 2027	Maturity date for some notes payable to Clarus Capital.
April 30, 2028	Maturity date for note payable to Skywest.
October 31, 2028	Maturity date for High Trail Convertible Note.
November 14, 2028	Original maturity date for Comvest Credit Agreement (repaid early in Nov 2025).
December 31, 2028	Maturity date for PFG Convertible Note Purchase Agreement; earliest date emerging growth company status could end.
August 7, 2029	Maturity date for GEM Mandatory Convertible Security.
2030	Federal NOLs generated after 2017 begin to expire; state NOL carryforwards begin to expire; BETA CX300 all-electric ALIA aircraft deliveries scheduled to commence.
July 31, 2032	Maturity date for some notes payable to Tecnam.
August 30, 2032	Maturity date for some notes payable to Tecnam.
2035	Regional air mobility industry expected to grow into a $75 billion to $115 billion global market.

Recommendation

strong sell

The company explicitly states 'substantial doubt about our ability to continue as a going concern,' which is a paramount red flag for any investor. This, coupled with a significant increase in net losses (48% year-over-year), declining revenue, negative cash flow from operations, and defaults on tax and debt obligations, indicates severe financial distress. While strategic initiatives in electric aviation and AI are promising long-term, the immediate financial health and liquidity issues present an extremely high risk. The reliance on continuous capital raises, which cause significant shareholder dilution, further exacerbates the precarious position. A seasoned investor would view these factors as overwhelmingly negative, suggesting a strong sell to avoid further capital erosion.

Keywords

Regional Air Mobility, Electric Aviation, Hybrid-Electric Powertrain, SurfOS, AI Software, SEC Filing, 10-K, Financial Performance, Going Concern, Capital Raise, Textron Aviation, Palantir Technologies, BETA Technologies, Cessna Grand Caravan, Essential Air Service, NYSE Listing, Internal Controls, Debt Default, Airline Industry, Sustainability, ESG

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