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SURF AIR MOBILITY INC.

For the period ended Mar 31, 2026. Filed May 11, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 11, 2026

SRFM$0.70+1.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-12.

0001193125-25-277860

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-11.

0001193125-26-216903

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 98 previous paragraphs and 64 current paragraphs.

37 unchanged; 23 reworded; 4 added; 31 removed; 7 previous and 0 current paragraphs rearranged.

Tables are not compared: 6 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (4)

Current report

Following the passage of the FAA Reauthorization Act of 2024, and resulting changes to the administration of the Essential Air Service Program, we have been subject to increased competition for certain subsidized routes. As a result, we expect to face increased and continued competition when bidding for or renewing Essential Air Service contracts, which could impact our ability to retain existing routes or the level of subsidy associated with those routes.

Current report

Technology and development expenses decreased by $0.2 million, or 9%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The flat technology and development expense is due to a similar mix of product development activities related to the Company’s Surf O/S platform.

Current report

General and administrative expenses decreased by $4.8 million, or 44%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease in general and administrative expense was driven primarily by a $2.7 million reduction in short term incentive bonus accruals, a $1.3 million decrease in compensation expense, a $0.5 million decrease in stock-based compensation expense, and a $0.3 million decrease in other general expenses.

Current report

For the three months ended March 31, 2026, net cash provided by financing activities was $7.3 million, primarily from $12.0 million in advances under the GEM Share Purchase Agreement (as defined below), partially offset by $4 million in borrowings under convertible note agreements.
Removed paragraphs (31)

Previous report

On August 16, 2024, the Company effected a seven-for-one reverse stock split for all shares of the Company’s common stock then issued and outstanding. As a result of the reverse stock split, every seven shares of the Company’s old common stock were converted into one share of the Company’s new common stock. Fractional shares resulting from the reverse stock split were settled by cash payment.

Previous report

Options, and other like awards, to purchase the Company’s common stock were also adjusted in accordance with their terms to reflect the reverse stock split.

Previous report

Adjustments resulting from the reverse stock split have been retroactively reflected for all periods presented herein.

Previous report

At the Company’s 2025 Annual Meeting of Stockholders, the Company’s stockholders approved a proposal to effect a reverse stock split of the Company’s common stock at a reverse stock split ratio ranging from 2:1 to 5:1 inclusive. The Company’s Board of Directors, in its sole discretion, has the authority to decide, at any time prior to December 31, 2025, whether to implement the reverse stock split.

Previous report

During October 2025, the DOT issued a Notice of Funding Lapse regarding a potential lapse in appropriated funding for the EAS program as a result of the federal government shutdown, followed by Amended Notices of Additional Funding extending temporary funding authority through November 18, 2025. The notices also informed carriers that their election to continue operations subsequent to such period may be at their own risk. While the DOT has historically restored and funded EAS obligations retroactively following prior government shutdowns, no commitment to do so has been made in connection with this shutdown and there can be no assurance that Congress will authorize retroactive reimbursement for service provided during a lapse. The Company and its operating subsidiaries will continue to provide full scheduled EAS service during the current funding uncertainty and intend to evaluate operations in coordination with the DOT as circumstances evolve.

Previous report

Technology and development expenses decreased by $3.4 million, or 59%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The decrease was primarily driven by a decrease in accruals pertaining to the Textron data license of $3.1 million following the completion of the initial license stage.

Previous report

General and administrative expenses increased by $10.8 million, or 2,599%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The increase in general and administrative expense was driven primarily by a $7.6 million increase in stock-based compensation expense, primarily due to a $8.1 million reversal of expense during the three months ended September 30, 2024 related to a management incentive plan associated with the Company’s acquisition of Southern, partially offset by a net decrease in expense for other equity awards. Additional increases of $3.3 million in salary and compensation were primarily the result of increases in incentive compensation accruals under the Company’s incentive bonus program.

Previous report

Scheduled revenue decreased $9.7 million, or 14%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The decrease in scheduled revenue was primarily related to the exiting of unprofitable routes, partially offset by higher completion factors.

Previous report

On-Demand revenue decreased $1.6 million, or 7%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The decrease in on-demand revenue was related to the exiting of several on-demand products to focus on profitability rather than near-term market penetration, partially offset by a focus on larger jet charter sales.

Previous report

Cost of revenue decreased by $7.0 million, or 8%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The decrease of $4.4 million in scheduled cost of revenue was primarily attributable to lower revenue due to the exiting of unprofitable routes, partially offset by higher completion factors, and higher unit cost as a result of investments in operational improvements.

Previous report

The decrease of $2.6 million in on-demand cost of revenue was primarily attributable to exiting several on-demand products to focus on profitability.

Previous report

Technology and development expenses decreased by $10.4 million, or 56%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The decrease was driven primarily by a decrease in accruals pertaining to the Textron data license of $9.4 million following the completion of the initial license stage, and additional decreases in labor and labor related expenses for the technology team of $1.0 million due to a decrease in headcount.

Previous report

Sales and marketing expenses decreased by $1.7 million, or 24%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to a decrease of $2.4 million in employee compensation and commission expenses, driven by a reduced headcount. This was partially offset by an increase of $0.8 million in external marketing initiatives.

Previous report

General and administrative expenses decreased by $10.4 million, or 23%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The decrease in general and administrative expense was primarily driven by a $6.7 million reduction in stock-based compensation expense, primarily due to a $6.2 million reduction in expenses related to a management incentive plan associated with the Company’s acquisition of Southern. Additional reductions of $1.6 million in professional service fees and $2.1 million in salary and compensation expense were the result of reductions in transaction-related expenses and headcount reductions.

Previous report

Other expense, net increased by $14.9 million, or 189%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This was primarily attributable to a $7.9million increase in losses from changes in fair value of financial instruments, primarily due to the impact of changes in price of the Company’s common stock on valuations of convertible notes and the GEM MCS, a $5.2 million increase in interest expense due to overall higher borrowings under the Comvest Credit Agreement and LamVen Note, and a $1.9 million increase in other loss. Elements of other expense, net are are typically non-cash and do not affect the core operations of our business or liquidity.

Previous report

The decrease in net loss of $2.7 million, or 4%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, was primarily attributable to a decrease in operating expenses of $28.6 million. This was mostly offset by decreases in revenue of $11.2 million and increases in other expense, net of $14.9 million.

Previous report

Net cash used in operating activities increased period over period by $15.0 million, primarily driven by decreases in accounts payable, amounts due to related parties and accrued expenses of $20.0 million, offset by a $2.7 million reduction in net loss and a $2.8 million reduction attributable to deferred revenue.

Previous report

For the nine months ended September 30, 2025, net cash provided by financing activities was $34.5 million, primarily from $31.4 million in proceeds from the issuance of common stock and $2.8 million in borrowings on long-term debt.

Previous report

For the nine months ended September 30, 2024, net cash provided by financing activities was $33.9 million primarily due to proceeds from borrowings from related parties of $29.7 million, net proceeds of $2.8 million from collateralized borrowings, and proceeds from the GEM stock purchase agreement of $3.9 million, partially offset by $2.3 million in principal payments on long-term debt.

Previous report

Net cash provided by financing activities increased period over period by $0.6 million, primarily driven by increased issuances of common stock of $31.4 million and $2.8 million in borrowings on long-term debt, partially offset by a decrease of $29.7 million in borrowings from related parties and a $2.7 million decrease in net proceeds from collateralized borrowings.

Previous report

Company’s common stock being listed on a national exchange. The Company is currently subject to one listing requirement violation, pertaining to its market capitalization, with the New York Stock Exchange. Absent an extension granted by the New York Stock Exchange, the Company would need to regain compliance by the end of November 2025. While the Company expects to meet the applicable market capitalization requirement by the deadline, and is not currently subject to de-listing, it has not yet met the threshold for the time period required to cure the deficiency. An inability to cure this listing requirement violation would impact the Company’s ability to raise capital through existing sources.
Reworded paragraphs (23)

Previous wording

The following discussion and analysis is intended to help the reader understand the Company’s results of operations and financial condition. This discussion and analysis is provided as a supplement to, and should be read in conjunction with, the information included in Item 1. Financial Statements in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to the Company’s plans and strategy for its business, includes forward-looking statements that involve risks and uncertainties. The Company’s actual results and outcomes, and the timing of its results and outcomes, may differ materially from management’s expectations as a result of various factors, including but not limited to those discussed in the section entitled “Special Note Regarding Forward-Looking Statements” included in this Quarterly Report on Form 10-Q and the sections entitled “Risk Factors” included within this Quarterly Report on Form 10-Q, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 21, 2025, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the SEC on May 13, 2025, and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed with the SEC on August 12, 2025.

Current wording

The following discussion and analysis is intended to help the reader understand the Company’s results of operations and financial condition. This discussion and analysis is provided as a supplement to, and should be read in conjunction with, the information included in Item 1. Financial Statements in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to the Company’s plans and strategy for its business, includes forward-looking statements that involve risks and uncertainties. The Company’s actual results and outcomes, and the timing of its results and outcomes, may differ materially from management’s expectations as a result of various factors, including but not limited to those discussed in the section entitled “Special Note Regarding Forward-Looking Statements” included in this Quarterly Report on Form 10-Q and the sections entitled “Risk Factors” included within this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 12, 2026.

Previous wording

Surf Air Mobility Inc. (“Surf Air Mobility”, the “Company”, “us”, “we” or “our”) is a regional air mobility platform that aims to transform regional flying. The Company is currently comprised of its Air Mobility business, with the goal of further developing and enhancing its service and technology offerings through its Air Technology business.

Current wording

Surf Air Mobility Inc. (“Surf Air Mobility,”, the “Company,”, “us,”, “we” or “our”), a Delaware corporation, is a regional air mobility platform that aims to transform regional flying. The Company currently operates one of the largest commuter airlines in the United States by scheduled departures as well as an expanding on-demand charter marketplace for passengers in the U.S. and globally. The Company’s operations provide scale, distribution and real-world operating data to validate and, eventually, deploy the software and technology offerings it is currently developing to support the modernization of air operations and the adoption of next-generation aircraft.

Previous wording

The Company was incorporated in 2021 and became the ultimate parent of both Surf Air Global Limited (“Surf Air”) and Southern Airways Corporation (“Southern”) in July of 2023 following the Company’s public listing on the New York Stock Exchange (“NYSE”).

Current wording

The Company was incorporated in 2021 and became the ultimate parent of both Surf Air Global Limited (“Surf Air”) and Southern Airways Corporation (“Southern”) in July of 2023 following the Company’s public listing on the New York Stock Exchange (“NYSE”). For 2025, the Company’s combined network served over 300,000 passengers with approximately 62,000 scheduled departures. We expect the combination of our legacy networks will continue to provide the basis for our expanded, nationwide regional air mobility platform.

Previous wording

Our predecessor company, Surf Air, was formed in 2016 and prior to its reorganization into Surf Air Mobility, aimed to expand the category of regional air travel, connecting underutilized regional airports and private terminals to create a “shared private” customer experience and high frequency “commercial-like” air service, using small turboprop aircraft. Surf Air provided both scheduled routes and on-demand charter flights operated by third parties that operate under Part 135 of Title 14 of the U.S. Code of Federal Regulations (“Part 135”). Surf Air drove the early stages of development of our current efforts to develop electrified powertrain technology, including the establishment of relationships with key commercial partners who, as a group, we believe can deliver novel hardware and software solutions that can make electrified flight possible for operators across the Part 135 industry, starting with our owned and operated fleet.

Current wording

Our predecessor company, Surf Air, was formed in 2016 and prior to its reorganization into Surf Air Mobility, aimed to expand the category of regional air travel, connecting underutilized regional airports and private terminals to create a “shared private” customer experience and a high frequency “commercial-like” air service, using small turboprop aircraft. Surf Air provided both scheduled routes and on-demand charter flights operated by third parties that operate under Part 135 of Title 14 of the U.S. Code of Federal Regulations (“Part 135”). Surf Air drove the early stages of development of our current efforts to develop electrified powertrain technology, including the establishment of relationships with key commercial partners who, as a group, we believe can deliver novel hardware and software solutions that can make electrified flight possible for operators across the Part 135 industry, starting with our owned and operated fleet.

Previous wording

Since 2020, the Company has been incurring expenses to support the development of the technology of its digital platform with the aim of enabling the regional air mobility market to operate at scale and to enhance the user’s ability to make informed decisions based on multiple first and third party data sources as well as connected aircraft, and the Company expects these development expenses to continue to be incurred. Additionally, the Company is developing fully-electric and hybrid-electric powertrain technologies with its commercial partners to electrify existing fleets and as well as new aircraft of the same type. As a result, the Company expects to incur significant costs in the future to support the development of this technology.

Current wording

Since 2020, the Company has been incurring expenses to support the development of the technology of its digital platform with the aim of enabling the regional air mobility market to operate at scale and to enhance the user’s ability to make informed decisions based on multiple first and third-party data sources as well as connected aircraft, and the Company expects these development expenses to continue to be incurred. Additionally, the Company is developing fully-electric and hybrid-electric powertrain technologies with its commercial partners to electrify existing fleets and new aircraft. As a result, the Company expects to incur significant costs in the future to support the development of this technology.

Previous wording

In addition to incremental costs incurred in the execution of the Company’s near and long-term business strategy, the Company has experienced inflationary pressures, which have materially increased the Company’s costs for aircraft fuel, wages and benefits and other goods and services critical to its operations during 2024 and for the first three quarters of 2025. These factors may continue in the future. For example, perceived recessionary risks, as a result of tariff and trade uncertainty or otherwise, may cause companies and individuals to reduce travel for either professional or personal reasons, and drive higher prices in the supply chain the Company relies upon.

Current wording

In addition to incremental costs incurred in the execution of the Company’s near and long-term business strategy, the Company has experienced inflationary pressures, which have materially increased the Company’s costs for aircraft fuel, wages and benefits and other goods and services critical to its operations during 2024 and 2025 and believes perceived recessionary risks have impacted the 2025 results. For example, perceived recessionary risks, as a result of tariff or trade uncertainty or otherwise, as well as shifting travel patterns, may cause companies and individuals to reduce travel for either professional or personal reasons, and drive higher prices in the supply chain the Company relies upon. In addition, the Company has incurred greater than expected losses and negative cash flows from operating activities due to inefficient aircraft utilization, primarily caused by an underutilization of pilots and a shortage of maintenance personnel and critical aircraft components, which, in aggregate, have challenged the Company’s ability to serve its customers as desired and, in turn, cover expenses, specifically related to its scheduled service offerings.

Previous wording

During January 2025, the Company utilized an abundance of caution and voluntarily cancelled a significant number of scheduled flights due to maintenance concerns. The Company took actions to mitigate these concerns and returned its operations to full schedule during the first quarter of 2025. The most significant financial impacts of these cancellations have been lost revenues, lost operating income, decreased operating cash flows, and unplanned maintenance costs.

Current wording

During January 2025, the Company utilized an abundance of caution and voluntarily cancelled a significant number of scheduled flights due to maintenance concerns. The Company took actions to mitigate these concerns and returned its operations to full schedule during the first quarter of 2025. The most significant financial impacts of these cancellations were lost revenues, lost operating income, decreased operating cash flows, and unplanned maintenance costs.

Previous wording

Revenue increased by $0.8 million, or 3%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The increase in revenue was attributable to the following changes in scheduled and on-demand revenues (in thousands, except percentages):

Current wording

Revenue increased by $2.1 million, or 9%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase in revenue was attributable to the following changes in scheduled and on-demand revenues (in thousands, except percentages):

Previous wording

Scheduled revenue decreased $1.7 million, or 7%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The decrease in scheduled revenue was primarily related to the exiting of unprofitable routes, partially offset by higher completion factors.

Current wording

Scheduled revenue decreased $2.3 million, or 13%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease in scheduled revenue was primarily related to the exiting of unprofitable routes, partially offset by higher completion factors.

Previous wording

On-Demand revenue increased $2.4 million, or 40%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The increase in on-demand revenue was related to a focus on larger jet charter sales, driving higher average revenue per charter flight, as well as increase in the number of charter flights flown.

Current wording

On-Demand revenue increased $4.4 million, or 77%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase in on-demand revenue was related to a focus on larger jet charter sales, driving higher average revenue per charter flight, as well as increase in the number of charter flights flown.

Previous wording

Cost of revenue increased by $0.2 million, or 1%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The decrease of $1.6 million in scheduled cost of revenue was primarily attributable to a reduction in block hours flown as a result of exiting unprofitable routes, partially offset by investments to improve operations.

Current wording

Cost of revenue increased by $1.2 million, or 5%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease of $3.0 million in scheduled cost of revenue was primarily attributable to a reduction in block hours flown as a result of exiting unprofitable routes, partially offset by investments to improve operations. The increase of $4.2 million in on-demand cost of revenue was primarily associated with achieving higher revenue performance, slightly offset by improving on-demand margins with higher volumes.

Previous wording

Sales and marketing expenses increased by $0.8 million, or 61%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to an increase of $0.8 million in external marketing initiatives.

Current wording

Sales and marketing expenses increased by $0.3 million, or 19%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to an increase of $0.3 million in external marketing initiatives.

Previous wording

Depreciation and amortization expenses increased by $0.3 million, or 14%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. This was primarily due to overall increases in aircraft depreciation due to capital expenditures subsequent to March 31, 2024.

Current wording

Depreciation and amortization expenses increased by $0.4 million, or 19%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. This was primarily due to overall increases in aircraft depreciation due to capital expenditures subsequent to March 31, 2025.

Previous wording

Other expense, net increased by $7.2 million, or 199%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This was primarily attributable to a $6.2 million increase in losses from changes in fair value of financial instruments, primarily due to the impact of changes in price of the Company’s common stock on valuations of convertible notes and the GEM MCS, a $1.2 million increase in interest expense due to overall higher borrowings under the Comvest Credit Agreement and LamVen Note, partially offset by a $0.2 million decrease in other loss. Elements of other expense, net are are typically non-cash and do not affect the core operations of our business or liquidity.

Current wording

Other expense, net increased by $7.0 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This was primarily attributable to a $9.0 million increase in losses from changes in fair value of financial instruments, primarily due to the impact of changes in price of our common stock on valuations of convertible notes and the GEM Global Yield LLC SCS (“GEM”) mandatory convertible security, and a $0.6 million increase in other expense, primarily driven by non-cash transaction costs. This was offset by a $2.7 million decrease in interest expense due to restructuring of high interest debt in favor of zero-coupon, convertible, obligations.

Previous wording

The increase in net loss of $14.9 million, or 123%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, was primarily attributable to increases in operating expenses of $8.6 million and increases in other expense of $7.1 million. These were partially offset by an increase in revenue of $0.8 million.

Current wording

The increase in net loss of $1.8 million, or 10%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, was primarily attributable to increases in other expense of $7.0 million. This was partially offset by an increase in revenue of $2.1 million, coupled with decreases in operating expenses of $3.1 million.

Previous wording

For the nine months ended September 30, 2025, net cash used in operating activities was $45.8 million, primarily driven by a net loss of $73.7 million. Operating outflows were partially offset by depreciation and amortization expense of $7.0 million, stock-based compensation expense of $8.0 million, changes in fair value of financial instruments of $9.8 million and an $4.6 million increase in accounts payable and accrued liabilities.

Current wording

For the three months ended March 31, 2026, net cash used in operating activities was $12.3 million, primarily driven by a net loss of $20.3 million. Operating outflows were partially offset by depreciation and amortization expense of $2.6 million, stock-based compensation expense of $1.4 million, and changes in fair value of financial instruments of $3.6 million.

Previous wording

For the nine months ended September 30, 2024, net cash used in operating activities was $30.7 million, primarily driven by a net loss of $76.2 million. Operating outflows were partially offset by non-cash stock-based compensation expenses of $14.6 million, increases in accounts payable, amounts due to related parties and accrued expenses of $24.6 million, and increases in depreciation and amortization expense of $6.2 million.

Current wording

For the three months ended March 31, 2025, net cash used in operating activities was $15.8 million, driven by a net loss of $18.5 million. These operating outflows were partially offset by depreciation and amortization expense of $2.1 million and losses on disposals of fixed assets of $0.7 million.

Previous wording

For the nine months ended September 30, 2025, net cash used in investing activities was $3.3 million, a decrease of $1.2 million compared to the nine months ended September 30, 2024. The decrease was driven by an increase of $2.7 million in proceeds from the sale of fixed assets during the nine months ended September 30, 2025, partially offset by increases in purchases of property and equipment of $1.5 million.

Current wording

For the three months ended March 31, 2026, net cash used in investing activities was $3.5 million, a decrease of $4.3 million compared to the three months ended March 31, 2025. The increase was driven by an increase of $1.6 million in purchases of property and equipment and internal use software development costs, partially offset by a decrease in proceeds from the sale of fixed assets of $2.7 million.

Previous wording

Company is currently in default on these obligations with a total outstanding federal excise tax liability including accrued penalties and interest of $8.9 million included in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheet as of September 30, 2025. The Company is currently considering available options regarding settlement of its federal excise tax liability. The Company has also defaulted on its property tax obligations in various California counties in relation to fixed assets, plane usage and aircraft leases. The Company’s total outstanding property tax liability including penalties and interest is approximately $0.8 million as of September 30, 2025. Additionally, Los Angeles County had previously imposed a tax lien on four of the Company’s aircraft due to the late filing of the Company’s 2022 property tax return. During the quarter ended September 30, 2025, the Company finalized remediation of the late filing, inclusive of the completion of county audits, and made payment on all property taxes due to Los Angeles County that were subject to the prior aircraft liens. As of September 30, 2025, the Company was also in default of the Simple Agreements for Future Equity with Token allocation (“SAFE-T”) note, where the note matured in July 2019 (see Note 7, Financing Arrangements). The SAFE-T note is subordinate to the Company’s Convertible Note Purchase Agreement (see Note 7, Financing Arrangements); therefore, the Company cannot pay the outstanding balance prior to paying amounts due under the Convertible Note Purchase Agreement. The SAFE-T note had an outstanding principal amount of $0.5 million as of September 30, 2025 and December 31, 2024.

Current wording

The Company has incurred losses from operations, negative cash flows from operating activities and has a working capital deficit. In addition, the Company is currently in default of certain excise and property taxes as well as certain debt obligations. These tax and debt obligations are classified as current liabilities on the Company’s Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025. As discussed in Note 10, Commitments and Contingencies, on May 15, 2018, the Company received a notice of a tax lien filing from the Internal Revenue Service (“IRS”) for unpaid federal excise taxes for the quarterly periods from October 2016 through September 2017 in the amount of $1.9 million, including penalties and interest as of the date of the notice. The Company agreed to a payment plan (the “Installment Plan”) whereby the IRS would take no further action and remove such liens at the time such amounts have been paid. In 2019, the Company defaulted on the Installment Plan. Defaulting on the Installment Plan can result in the IRS nullifying such plan, placing the Company in default and taking collection action against the Company for any unpaid balance. The Company is currently in default of these obligations, with a total outstanding federal excise tax liability, including accrued penalties and interest, of $9.9 million included in accrued expenses and other current liabilities on the Company’s Condensed Consolidated Balance Sheet as of March 31, 2026. The Company has also defaulted on its property tax obligations in various California counties in relation to fixed assets, plane usage and aircraft leases. The Company’s total outstanding property tax liability including penalties and interest is approximately $0.9 million as of March 31, 2026. Additionally, Los Angeles County had previously imposed a tax lien on four of the Company’s aircraft due to the late filing of the Company’s 2022 property tax return. During the year ended December 31, 2025, the Los Angeles County tax liens were released as the Company finalized remediation of the late filing, inclusive of the completion of county audits, and made payments of $1.0 million on all property taxes due to Los Angeles County that were underlying the prior aircraft liens. As of March 31, 2026, the Company was also in default of the Simple Agreements for Future Equity with Token allocation (“SAFE-T”) note, where the note matured in July 2019 (see Note 7, Financing Arrangements). The SAFE-T note is subordinate to most of the Company’s debt obligations (see Note 7, Financing Arrangements); therefore, the Company cannot pay the outstanding balance prior to paying amounts due under more senior debt obligations. The SAFE-T note had an outstanding principal amount of $0.5 million as of March 31, 2026 and December 31, 2025.

Previous wording

The Company historically has funded its operations and capital needs primarily through the net proceeds received from the issuance of various debt instruments, convertible securities, related party funding, and preferred and common stock financing arrangements and expects to continue to do so, as available. In particular, as market conditions permit, the Company may raise additional funds through sales of equity (including through the second amended and restated Share Purchase Agreement (the “Share Purchase Agreement”) with GEM Global Yield LLC SCS (“GEM”)) or convertible debt, using proceeds (as available) to strengthen the Company’s balance sheet, among other things.

Current wording

The Company historically has funded its operations and capital needs primarily through the net proceeds received from the issuance of various debt instruments, convertible securities, related party funding, and preferred and common stock financing arrangements and expects to continue to do so, as available. In particular, as market conditions permit, the Company may raise additional funds through sales of equity (including through the Share Purchase Agreement (the “Share Purchase Agreement”) with GEM) or convertible debt, using proceeds (as available) to strengthen the Company’s balance sheet, among other things.

Previous wording

During the nine months ended September 30, 2025, the Company received net proceeds of $31.4 million through the issuance and sale of 13,616,328 shares of its common stock (or pre-funded warrants in lieu thereof). Additionally, during the year ended December 31, 2024, the Company entered into a 4-year credit agreement with certain affiliates of Comvest Partners, as lenders (the “Comvest Credit Agreement”), pursuant to which the Company borrowed $44.5 million under a four-year term loan, and $5.5 million of delayed draw commitments. As of September 30, 2025, $3.2 million has been drawn under the delayed draw commitments. Additionally, during the nine months ended September 30, 2025, the Company received an additional $19.0 million from draws under the Share Purchase Agreement with GEM. The Company had previously filed a Form S-1 registration statement (File No. 333-275434) with the SEC, registering up to 42,857,143 shares of the Company’s common stock, which represents the balance of the full amount of shares of common stock that the Company estimated could be issued and sold to GEM for advances under the Share Purchase Agreement, plus the amount of shares the Company estimated could be sold to GEM for $50.0 million under the Share Purchase Agreement, (the “Prior Registration Statement”). In connection with the GEM Mandatory Convertible Security (see Note 8, Share Purchase Agreement and GEM Mandatory Convertible Security), the Company deregistered all of the shares registered but unsold under the Prior Registration Statement on June 4, 2024. The combined 46,428,571 shares contemplated under the Prior Registration Statement have been included in a Form S-1 Registration Statement (File No. 333-279929), which was declared effective by the SEC on August 7, 2024. As of September 30, 2025, the contractual terms allow the Company to make further advances of up to $97.5 million under the Share Purchase Agreement. Additionally, the Company has the ability to draw an additional $279.6 million under the Share Purchase Agreement, subject to daily volume limitations and GEM’s requirement to hold less than 10% of the fully-diluted shares of the Company. As of September 30, 2025, GEM held 0% of the then fully-diluted shares of the Company. At September 30, 2025, the daily volume limitations under the Share Purchase Agreement restricted our ability to take additional draws under the Share Purchase Agreement to approximately 780 thousand shares per draw. These restrictions do not impact the Company’s ability to execute advances under the Share Purchase Agreement. Additionally, the Company’s ability to draw upon the Share Purchase Agreement is contingent on the

Current wording

During the three months ended March 31, 2026, the Company received $12 million in advances under the Share Purchase Agreement with GEM, of which $8.3 million had been settled through the issuance of 4,350,412 shares of the Company’s common stock. As of March 31, 2026, the contractual terms allow the Company to make further advances of up to $85.5 million under the Share Purchase Agreement. Additionally, the Company has the ability to draw an additional $251.4 million under the Share Purchase Agreement, subject to daily volume limitations and GEM’s requirement to hold less than 10% of the fully-diluted shares of the Company. As of March 31, 2026, GEM held 0% of the then fully-diluted shares of the Company. At March 31, 2026, the daily volume limitations under the Share Purchase Agreement significantly restricted our ability to take additional draws under the Share Purchase Agreement to approximately 8.6 million shares per draw. Additionally, the Company’s ability to draw upon the Share Purchase Agreement is contingent on the Company’s common stock being listed on a national exchange.

Previous wording

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. In addition, the Company continues to evaluate strategies to obtain additional funding for future operations. These strategies may include, but are not limited to, obtaining additional equity financing, issuing additional debt or entering into other financing arrangements, forming joint venture and other partnerships, and restructuring operations to grow revenues and decrease expenses. There can be no assurance that the Company will be successful in achieving its strategic plans, or that new financing will be available to the Company in a timely manner or on acceptable terms, if at all. If the Company is unable to raise sufficient financing when needed or events or circumstances occur such that the Company does not meet its strategic plans, the Company will be required to take additional measures to conserve liquidity, which could include, but are not necessarily limited to, reducing certain spending, altering or scaling back development plans, including plans to equip regional airline operations with fully-electric or hybrid-electric aircraft, or reducing funding of capital expenditures, which could have a material adverse effect on the Company’s financial position, results of operations, cash flows, and ability to achieve its intended business objectives. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Current wording

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 electrification programs. In addition, the Company continues to evaluate strategies to obtain additional funding for future operations. These strategies may include, but are not limited to, obtaining additional equity financing, issuing additional debt or entering into other financing arrangements, forming joint venture and other partnerships, and restructuring operations to grow revenues and decrease expenses. There can be no assurance that the Company will be successful in achieving its strategic plans, or that new financing will be available to the Company in a timely manner or on acceptable terms, if at all. If the Company is unable to raise sufficient financing when needed or events or circumstances occur such that the Company does not meet its strategic plans, the Company will be required to take additional measures to conserve liquidity, which could include, but are not necessarily limited to, reducing certain spending, altering or scaling back development plans, including plans to further develop our software technology platforms and to equip our regional airline operations with fully-electric or hybrid-electric aircraft, or reducing funding of capital expenditures, which could have a material adverse effect on the Company’s financial position, results of operations, cash flows, and ability to achieve its intended business objectives. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Previous wording

There have been no material changes to our critical accounting policies and estimates during the nine months ended September 30, 2025 as compared to those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Current wording

There have been no material changes to our critical accounting policies and estimates during the three months ended March 31, 2026 as compared to those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Rearranged previous paragraphs (7)

Previous report — wording carried elsewhere

The increase of $2.0 million in on-demand cost of revenue was primarily associated with achieving higher revenue performance.

Previous report — wording carried elsewhere

Results of the Company’s Operations for the Nine Months Ended September 30, 2025 and 2024

Previous report — wording carried elsewhere

The following table sets forth our condensed consolidated statements of operations data for the nine months ended September 30, 2025 and 2024 (in thousands, except percentages):

Previous report — wording carried elsewhere

Revenue decreased by $11.3 million, or 12%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The decrease in revenue was attributable to the following changes in scheduled and on-demand revenues (in thousands, except percentages):

Previous report — wording carried elsewhere

Cost of Revenue, exclusive of depreciation and amortization

Previous report — wording carried elsewhere

Depreciation and amortization expenses increased by $0.9 million, or 14%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. This increase was primarily due to overall increases in aircraft depreciation due to capital expenditures subsequent to March 31, 2024.

Previous report — wording carried elsewhere

The Company has incurred losses from operations, negative cash flows from operating activities and has a working capital deficit. In addition, the Company is currently in default of certain excise and property taxes as well as certain debt obligations. These tax and debt obligations are classified as current liabilities on the Company’s Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024. As discussed in Note 10, Commitments and Contingencies, on May 15, 2018, the Company received a notice of a tax lien filing from the Internal Revenue Service (“IRS”) for unpaid federal excise taxes for the quarterly periods from October 2016 through September 2017 in the amount of $1.9 million, including penalties and interest as of the date of the notice. The Company agreed to a payment plan (the “Installment Plan”) whereby the IRS would take no further action and remove such liens at the time such amounts have been paid. In 2019, the Company defaulted on the Installment Plan. Defaulting on the Installment Plan can result in the IRS nullifying such plan, placing the Company in default and taking collection action against the Company for any unpaid balance. The