SURF AIR MOBILITY INC. Fair Value Disclosure
Note 11. Fair Value Measurements
The following tables summarize the Company’s financial liabilities that are measured at fair value on a recurring basis in the consolidated financial statements (in thousands):
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Fair Value Measurements at December 31, 2025 Using: |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Liabilities: |
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Convertible notes at fair value |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
67,457 |
|
|
$ |
67,457 |
|
SAFE-T notes at fair value |
|
|
— |
|
|
|
— |
|
|
|
5 |
|
|
|
5 |
|
LamVen Note |
|
|
— |
|
|
|
— |
|
|
|
100 |
|
|
|
100 |
|
Liability classified warrants |
|
|
— |
|
|
|
— |
|
|
|
2,831 |
|
|
|
2,831 |
|
Total financial liabilities |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
70,393 |
|
|
$ |
70,393 |
|
|
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Fair Value Measurements at December 31, 2024 Using: |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Liabilities: |
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Convertible notes at fair value |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
7,347 |
|
|
$ |
7,347 |
|
SAFE-T notes at fair value |
|
|
— |
|
|
|
— |
|
|
|
13 |
|
|
|
13 |
|
LamVen Note |
|
|
— |
|
|
|
— |
|
|
|
50,000 |
|
|
|
50,000 |
|
GEM derivative liability |
|
|
— |
|
|
|
— |
|
|
|
23,221 |
|
|
|
23,221 |
|
Total financial liabilities |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
80,581 |
|
|
$ |
80,581 |
|
The following table provides a reconciliation of activity and changes in fair value for the Company’s convertible loans and redeemable convertible preferred stock warrant liability using inputs classified as Level 3 (in thousands):
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Convertible Notes at Fair Value |
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SAFE Notes |
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LamVen Note |
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Mandatory Convertible Security |
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Liability Classified Warrants |
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Balance at December 31, 2024 |
|
$ |
7,347 |
|
|
$ |
13 |
|
|
$ |
50,000 |
|
|
$ |
23,221 |
|
|
$ |
— |
|
Change in fair value |
|
|
(2,765 |
) |
|
|
(8 |
) |
|
|
|
|
|
15,379 |
|
|
|
(2,952 |
) |
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Debt and equity financing issuances |
|
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65,000 |
|
|
|
|
|
|
|
|
|
|
|
|
5,783 |
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Transfers |
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|
49,900 |
|
|
|
— |
|
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|
(49,900 |
) |
|
|
— |
|
|
|
— |
|
Conversions into common stock |
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(48,025 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Payments |
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(4,000 |
) |
|
|
— |
|
|
|
— |
|
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(38,600 |
) |
|
|
— |
|
Balance at December 31, 2025 |
|
$ |
67,457 |
|
|
$ |
5 |
|
|
$ |
100 |
|
|
$ |
— |
|
|
$ |
2,831 |
|
Long-Term Debt
The carrying amounts and fair values of the Company’s long-term debt obligations were as follows:
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As of December 31, 2025 |
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As of December 31, 2024 |
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Carrying Amount |
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Fair Value |
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Carrying Amount |
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Fair Value |
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Long-term debt, including current maturities |
|
$ |
17,101 |
|
$ |
16,988 |
|
|
$ |
64,593 |
|
$ |
64,707 |
|
In assessing the fair value of the Company’s long-term debt, including current maturities, the Company primarily uses an estimation of discounted future cash flows of the debt at rates currently applicable to the Company for similar debt instruments of comparable maturities and comparable collateral requirements.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 12, 2026 | Showing above |
| 2024 | Mar 21, 2025 | |
| 2023 | Mar 29, 2024 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.