SURF AIR MOBILITY INC., 10-K filed on 3/21/2025
Annual Report
v3.25.1
Document and Entity Information - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2024
Mar. 14, 2025
Jun. 30, 2024
Cover [Abstract]      
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2024    
Document Fiscal Year Focus 2024    
Document Fiscal Period Focus FY    
Trading Symbol SRFM    
Entity Registrant Name Surf Air Mobility Inc.    
Entity Central Index Key 0001936224    
Current Fiscal Year End Date --12-31    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company true    
Entity Ex Transition Period false    
Entity Current Reporting Status Yes    
Entity Shell Company false    
Securities Act File Number 001-41759    
Entity Tax Identification Number 36-5025592    
Entity Address, Address Line One 12111 S. Crenshaw Blvd    
Entity Address, City or Town Hawthorne    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 90250    
City Area Code 424    
Local Phone Number 332-5480    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Public Float     $ 31.7
Document Financial Statement Error Correction [Flag] false    
Entity Common Stock, Shares Outstanding   16,946,981  
Entity Interactive Data Current Yes    
Auditor Opinion [Text Block]

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Surf Air Mobility Inc. and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, of changes in redeemable convertible preferred shares and shareholders’ equity/(deficit) and of cash flows for the years then ended, including the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company's Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred losses from operations, negative cash flows from operating activities and has a working capital deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

   
Title of 12(b) Security Common stock, $0.0001 par value per share    
Security Exchange Name NYSE    
Entity Incorporation, State or Country Code DE    
Document Annual Report true    
Document Transition Report false    
ICFR Auditor Attestation Flag false    
Auditor Firm ID 238    
Auditor Name PricewaterhouseCoopers LLP    
Auditor Location Los Angeles, California    
v3.25.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Current assets:      
Cash $ 21,107 $ 1,720  
Accounts receivable, net 4,257 4,965  
Prepaid expenses and other current assets 8,511 11,051  
Total current assets 33,875 17,736  
Restricted cash 568 711  
Property and equipment, net 42,213 45,991  
Intangible assets, net 23,118 26,663  
Operating lease right-of-use assets 17,046 12,818  
Finance lease right-of-use assets 1,115 1,343  
Other assets 6,123 5,727  
Total assets 124,058 110,989  
Current liabilities:      
Accounts payable 17,976 18,854  
Accrued expenses and other current liabilities 45,496 59,582  
Deferred revenue 17,393 19,011  
Current maturities of long-term debt 2,543 5,177  
Operating lease liabilities, current 4,120 4,104  
Finance lease liabilities, current 265 215  
SAFE notes at fair value, current 13 25  
Convertible notes at fair value, current 0 7,715  
Total current liabilities 89,610 140,114  
Long-term debt, net of current maturities 59,883 20,617  
Convertible notes at fair value, long term 7,347    
Operating lease liabilities, long term 11,540 5,507  
Finance lease liabilities, long term 948 1,137  
Due to related parties, long term 50,457 1,673  
Other long term liabilities 24,270 19,426  
Total liabilities 244,055 188,474  
Commitments and Contingencies  
Shareholders' deficit:      
Preferred Stock, $0.0001 par value; 50,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2024 and December 31, 2023 0    
Common stock, $0.0001 par value; 800,000,000 shares authorized as of both December 31, 2024 and December 31, 2023; 16,933,692 shares issued and outstanding as of December 31, 2024 and 10,878,633 shares issued and outstanding as of December 31, 2023 2 1  
Additional paid-in capital 557,444 525,049  
Accumulated deficit (677,443) (602,535)  
Total shareholders' deficit (119,997) (77,485) $ (222,089)
Total liabilities and shareholders' deficit 124,058 110,989  
Related Party      
Current liabilities:      
Due to related parties, current $ 1,804 $ 25,431  
v3.25.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Preferred stock, par value $ 0.0001   $ 0.0001  
Preferred stock, shares authorized     50,000,000 50,000,000
Preferred stock, shares issued   0 0  
Preferred stock, shares outstanding   0 0  
Common stock, par value   $ 0.0001 $ 0.0001  
Common stock, shares authorized   800,000,000 800,000,000  
Common stock, shares issued   16,933,692 10,878,633  
Common stock, shares outstanding   16,933,692 10,878,633  
Redeemable Convertible Preferred Shares        
Temporary equity, Shares Authorized   0 0  
Temporary equity, Shares Issued   0 0  
Temporary equity, Shares Outstanding   0 0 229,144,283
v3.25.1
Consolidated Statements of Operations - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Income Statement [Abstract]    
Revenue $ 119,425 $ 60,505
Operating expenses:    
Cost of revenue, exclusive of depreciation and amortization 109,934 61,918
Technology and development 24,041 20,850
Sales and marketing 7,514 10,028
General and administrative 29,851 100,669
Depreciation and amortization 8,341 3,762
Impairment of goodwill 0 60,045
Total operating expenses 179,681 257,272
Operating loss (60,256) (196,767)
Other income (expense):    
Changes in fair value of financial instruments carried at fair value, net (11,732) (50,230)
Interest expense (8,617) (2,969)
Gain (loss) on extinguishment of debt 5,398 (326)
Other income (expense) 12 (3,708)
Total other income (expense), net (14,939) (57,233)
Loss before income taxes (75,195) (254,000)
Income tax benefit 287 3,304
Net loss $ (74,908) $ (250,696)
Net loss per share applicable to common shareholders, basic $ (5.8) $ (44.46)
Net loss per share applicable to common shareholders, diluted $ (5.8) $ (44.46)
Weighted-average number of common shares used in net loss per share applicable to common shareholders, basic 12,910,341 5,638,128
Weighted-average number of common shares used in net loss per share applicable to common shareholders, diluted 12,910,341 5,638,128
v3.25.1
Consolidated Statement of Changes in Redeemable Convertible Preferred Shares and Shareholders' Equity/(Deficit) - USD ($)
$ in Thousands
Total
LamVen
Redeemable Convertible Preferred Shares
Class B-6s Convertible Preferred Shares
Preferred Shares
Class B-6s Convertible Preferred Shares
Common/Ordinary Shares [Member]
Common/Ordinary Shares [Member]
LamVen
Additional Paid-In Capital
Additional Paid-In Capital
LamVen
Accumulated Deficit
Balance at Dec. 31, 2022     $ 130,667              
Balance (in Shares) at Dec. 31, 2022     229,144,283              
Balance at Dec. 31, 2022 $ (222,089)       $ 3,414 $ 0   $ 126,336   $ (351,839)
Balance (in Shares) at Dec. 31, 2022         71,478,742 1,783,919        
Conversion of redeemable convertible preferred shares to common shares 137,463             137,463    
Conversion of redeemable convertible preferred shares to common shares (shares)           1,559,456        
Conversion of redeemable convertible preferred shares to common shares (shares)     (244,524,340)              
Conversion of redeemable convertible preferred shares to common shares     $ (137,463)              
Issuance of common shares under GEM purchase amount, value 25,000         $ 142,857   25,000    
Issuance of common shares under Share Purchase Agreement (shares)           757,142        
Issuance of common shares under Share Purchase Agreement 13,020             13,020    
Issuance of common stock in settlement of advisor accrual, shares           2,142        
Issuance of common stock in settlement of advisor accrual, value 75             75    
Issuance of common stock related to contract termination, shares           90,714        
Issuance of common stock related to contract termination, value 3,175             3,175    
Issuance of common stock under software license agreement, value 2,000             2,000    
Issuance of common stock under software license agreement, shares           250,736        
Issuance of common shares to settle SAFEs (shares)           2,480,765        
Issuance of common shares to settle SAFEs 86,827         $ 1   86,826    
Issuance of common stock related to restricted shares (shares)           166,809        
Conversion of convertible notes to Class B-6s redeemable convertible preferred shares 10,494       $ 10,494          
Conversion of convertible notes to Class B-6s redeemable convertible preferred shares (shares)         23,560,301          
Conversion of 2017 convertible note to Class B-5 redeemable convertible preferred shares     $ 3,253              
Conversion of 2017 convertible note to Class B-5 redeemable convertible preferred shares     8,282,432              
Issuance of Class B-6a redeemable convertible preferred shares     $ 3,000              
Issuance of Class B-6a redeemable convertible preferred shares, (in Shares)     5,711,720              
Conversion of class B-6s convertible preferred shares to common shares 137,463     $ 10,494 $ (19,383)     19,383    
Conversion of class B-6s convertible preferred shares to common shares (shares)         (107,379,464) 684,814        
Conversion of convertible notes to Class B-6a redeemable convertible preferred shares     $ 543              
Conversion of convertible notes to Class B-6a redeemable convertible preferred shares, (in Shares)     1,385,905              
Conversion of outstanding payables to Class B-6s convertible preferred shares 202       $ 202          
Conversion of outstanding payables to Class B-6s convertible preferred shares, (in Shares)         486,402          
Conversion of related party promissory note to Class B-6s convertible preferred shares 5,260       $ 4,418     842    
Conversion of related party promissory note to Class B-6s convertible preferred shares, (in Shares)         9,932,241          
Issuance of common stock for business acquisition (shares)           2,321,423        
Issuance of common stock for business acquisition 81,250             81,250    
Exercise of warrants 128             128    
Exercise of warrants, (in Shares)           672,509        
2023 RSPA and RSGA grants, (in Shares)           166,809        
Issuance of related party SAFEs (444)             (444)    
Exercise of share options/Issuance of common stock related to stock option exercises 191             191    
Exercise of share options/Issuance of common stock related to stock option exercises, (in Shares)           23,013        
Issuance of Class B-6s to service providers 855       $ 855          
Issuance of Class B-6s to service providers, (in Shares)         1,921,778          
Shares repurchased for employee tax withholding (shares)           (57,666)        
Shares repurchased for employee tax withholding (1,273)             (1,273)    
Stock-based compensation expense 31,077             31,077    
Net loss (250,696)                 (250,696)
Balance (in Shares) at Dec. 31, 2023     0              
Balance at Dec. 31, 2023 (77,485)         $ 1   525,049   (602,535)
Balance (in Shares) at Dec. 31, 2023           10,878,633        
Issuance of common shares under Share Purchase Agreement (shares)           1,547,770        
Issuance of common shares under Share Purchase Agreement 4,326             4,326    
Shares received as consideration for Mandatory Convertible Security, value (1,796)             (1,796)    
Shares received as consideration for Mandatory Convertible Security, shares           (900,000)        
Conversion of Mandatory Convertible Security to common shares 1,621             1,621    
Conversion of Mandatory Convertible Security to common shares, shares           1,142,857        
Conversion of LamVen Note, value   $ 7,473             $ 7,473  
Conversion of LamVen Note, shares             750,000      
Issuance of common stock to settle maintenance accruals, value 300             300    
Issuance of common stock to settle maintenance accruals, shares           61,983        
Issuance of common stock under software license agreement, value 9,575         $ 1   9,574    
Issuance of common stock under software license agreement, shares           2,990,386        
Issuance of common stock under marketing agreement, value 187             187    
Issuance of common stock under marketing agreement, shares           26,144        
Issuance of common stock related to restricted shares (shares)           430,540        
2023 RSPA and RSGA grants, (in Shares)           430,540        
Exercise of share options/Issuance of common stock related to stock option exercises $ 20             20    
Exercise of share options/Issuance of common stock related to stock option exercises, (in Shares) 5,379         5,379        
Stock-based compensation expense $ 10,690             10,690    
Net loss (74,908)                 (74,908)
Balance (in Shares) at Dec. 31, 2024     0              
Balance at Dec. 31, 2024 $ (119,997)         $ 2   $ 557,444   $ (677,443)
Balance (in Shares) at Dec. 31, 2024           16,933,692        
v3.25.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Cash flows from operating activities:    
Net loss $ (74,908) $ (250,696)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 8,341 3,762
Gain on sale of fixed assets (743) 0
Impairment of goodwill 0 60,045
Non-cash operating lease expense 5,690 2,147
Loss (gain) on extinguishment of debt (5,398) 326
Stock-based compensation expense (5,976) 48,252
Changes in fair value of financial instruments carried at fair value, net 11,732 50,230
Amortization of debt discounts and debt issuance costs 252 97
Deferred income taxes (287) (3,321)
Changes in operating assets and liabilities:    
Accounts receivable, net 708 (262)
Prepaid expenses and other current assets 977 (959)
Intangible assets, net 0 (336)
Other assets (396) (126)
Accounts payable 9,530 2,656
Due to a related party (3,351) 4,189
Accrued expenses and other current liabilities 9,416 18,953
Deferred revenue (4,334) 2,884
Operating lease liabilities (5,554) (2,179)
Other liabilities (21) (33)
Cash flows used in operating activities (54,322) (64,371)
Cash flows from investing activities:    
Purchase of property and equipment (11,758) (7,588)
Proceeds from the sale of fixed assets 10,495  
Net cash received from Southern Acquisition 0 678
Internal-use software development costs (2,346) (190)
Net cash used in investing activities (3,609) (7,100)
Cash flows from financing activities:    
Proceeds from borrowings of long term debt 44,234  
Payments of borrowings on convertible notes 0 (40)
Principal payments on long-term debt (6,566) (1,349)
Proceeds from borrowings of SAFE notes 0 3,716
Proceeds from advances under Share Purchase Agreement 3,894 10,200
Proceeds from collateralized borrowings, net of repayment 2,793 (33)
Proceeds from borrowings on convertible notes 0 8,000
Proceeds from borrowings from related parties 34,522 22,502
Payments of debt issuance costs (1,488)  
Payments of borrowings from related parties 0 (114)
Payment of finance lease obligations (234) (113)
Proceeds from the issuance of Class B-6a redeemable convertible preferred shares 0 3,000
Proceeds from Issuance of Common Stock 0 25,000
Common Stock repurchases for employee tax withholding 0 (1,273)
Common Stock issued for contract termination 0 3,175
Proceeds from the exercise of Common Stock warrants 0 128
Proceeds from exercise of stock options 20 191
Net cash provided by financing activities 77,175 72,990
Increase in cash, cash equivalents and restricted cash 19,244 1,519
Cash, cash equivalents and restricted cash at beginning of period 2,431 912
Cash, cash equivalents and restricted cash at end of period $ 21,675 $ 2,431
v3.25.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure    
Net Income (Loss) $ (74,908) $ (250,696)
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Apr. 03, 2024
USD ($)
shares
$ / shares
Rate
Award Timing Disclosures [Line Items]    
Award Timing MNPI Disclosure

The Compensation Committee approves all equity award grants, including to our NEOs, on or before the grant date, except to the extent the Compensation Committee or the Board has delegated to management the authority to grant such awards to certain employees. Annual equity awards are typically determined, reviewed and approved at the first Compensation Committee meeting of the fiscal year. On occasion, the Compensation Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes. In 2024, the Compensation Committee did not take into account material non-public information when determining the timing or terms of equity awards, nor did we time disclosure of material non-public information for the purpose of affecting the value of executive compensation. During fiscal year 2024, the Company did grant stock option awards to NEOs during the period beginning four business days before and ending one business day after the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information (other than a current report on Form 8-K disclosing a material new stock option award under Item 5.02(e) of such Form 8-K). The following information regarding such option grants is provided in accordance with SEC rules:

Name

Grant Date

Number of Securities Underlying Award

 

Exercise Price

 

Grant Date Fair Value

 

Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material
Nonpublic Information

 

Deanna White

4/3/2024

 

157,143

 

 

6.17

 

 

0.90

 

 

-6.40

%

Oliver Reeves

4/3/2024

 

107,143

 

 

6.17

 

 

0.90

 

 

-6.40

%

 

  
Award Timing Method Annual equity awards are typically determined, reviewed and approved at the first Compensation Committee meeting of the fiscal year.  
Award Timing Predetermined true  
Award Timing MNPI Considered false  
MNPI Disclosure Timed for Compensation Value false  
Awards Close in Time to MNPI Disclosures, Table The following information regarding such option grants is provided in accordance with SEC rules:

Name

Grant Date

Number of Securities Underlying Award

 

Exercise Price

 

Grant Date Fair Value

 

Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material
Nonpublic Information

 

Deanna White

4/3/2024

 

157,143

 

 

6.17

 

 

0.90

 

 

-6.40

%

Oliver Reeves

4/3/2024

 

107,143

 

 

6.17

 

 

0.90

 

 

-6.40

%

 

  
Deanna White    
Awards Close in Time to MNPI Disclosures    
Name   Deanna White
Underlying Securities | shares   157,143
Exercise Price | $ / shares   $ 6.17
Fair Value as of Grant Date | $   $ 900
Underlying Security Market Price Change | Rate   (640.00%)
Oliver Reeves    
Awards Close in Time to MNPI Disclosures    
Name   Oliver Reeves
Underlying Securities | shares   107,143
Exercise Price | $ / shares   $ 6.17
Fair Value as of Grant Date | $   $ 900
Underlying Security Market Price Change | Rate   (640.00%)
v3.25.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2024
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

ITEM 9B. OTHER INFORMATION

(a) None.

(b) During the three months ended December 31, 2024, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of our securities set forth in the table below:

 

 

 

 

 

Type of Trading Agreement

 

 

 

 

 

Name

Position

Action

Adoption/ Termination Date

Intended to Satisfy Rule 10b5-1*

Not Intended to Satisfy Rule 10b5-1**

Total Share of Common Stock to be Sold

 

Total Shares of Common Stock to be Purchased

 

Duration

Tyler Painter

Director

Adoption

12/20/2024

X

 

 

66,000

 

 

-

 

3/25/2025 - 3/31/2027
Name Tyler Painter
Title Director
Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Adoption Date 12/20/2024
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Expiration Date 3/25/2025 - 3/31/2027
Arrangement Duration 831 days
Aggregate Available 66,000
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
v3.25.1
Cybersecurity Risk Management, Strategy and Governance
 12 Months Ended
Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

ITEM 1C: CYBERSECURITY

We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. We have implemented and planned several cybersecurity processes, technologies, and controls to aid in our efforts to assess, identify, and manage such material risks.

As part of our overall approach to managing risks, we have implemented the following:

•
Cybersecurity incident response plan and procedures
•
Change management and software development life cycle (“SDLC”) workflow across the Engineering release team
•
Role-based access controls across enterprise systems
•
Work with partners that have SOC1/SOC2 compliance standards around the management and processing of payment card industry (“PCI”) and personally identifiable information (“PII”) data
•
Use of multi-factor authentication for accessing digital content across important roles in the enterprise
•
Implementation of security frameworks to guard against business email compromise and device security to protect against malware, ransomware, and other risks across employees’ devices
•
Device management tools to centrally manage and update company-owned hardware assets
•
Implementation of vulnerability scanning frameworks across digital and hardware assets across the enterprise

Also on our planned roadmap are the below-listed activities:

•
Undertake regular reviews of our consumer-facing policies and statements related to cybersecurity
•
Implement cybersecurity management and incident training for employees
•
Conduct regular phishing email simulations for all employees and contractors with access to corporate email systems to enhance awareness and responsiveness to such possible threats
•
Iterate our internal processes and response plans to calibrate with emerging threats/trends

As part of our overall approach to enhance our cybersecurity posture, we plan to regularly engage with assessors, consultants, and other third parties to assess and review our program to help identify areas for continued focus, improvement, and/or compliance. Additionally, we are working towards a comprehensive cybersecurity-specific risk assessment process, which helps identify our cybersecurity threat risks by mapping our processes to standards set by the National Institute of Standards and Technology (“NIST”) and plan to align our digital assets to Center for Internet Security (“CIS”) standards, as well as planned engagement with external entities to penetration test our information systems.

As of December 31, 2024, we have not experienced any material cybersecurity incidents and risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected the Company, including its business strategy, results of operations or financial condition. The expenses incurred from cybersecurity incidents, in which our SaaS infrastructure providers were targeted in larger attacks, were immaterial. This includes penalties and settlements, of which there were none. Additional information on cybersecurity risks we face can be found in Part I, Item 1A “Risk Factors” of this Report under the headings “We will rely on our information technology systems to manage numerous aspects of our business. A cyber-attack of these systems could disrupt our ability to deliver services to our customers and could lead to increased overhead costs, decreased sales and harm to our reputation” and “System failures, defects, errors or vulnerabilities in our website, applications, backend systems or other technology systems or those of third-party technology providers could harm our reputation and brand and adversely affect our business, financial condition and results of operations,” which should be read in conjunction with the foregoing information.

Cybersecurity is an integral part of our risk management processes and an area of increasing focus for our Board and management. Our Board oversees the Company’s enterprise risk management process, including the management of risks arising from cybersecurity threats.

Our Technology Steering Committee comprising executive leadership, business leaders, and IT is responsible for the oversight of risks from cybersecurity threats. The Technology Steering Committee meets regularly to discuss the risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks. We have instituted a quarterly update to our Board members with an overview of the management of our cybersecurity threat risk and strategy processes covering topics such as security posture, progress towards risk-mitigation-related goals,

and emerging threat risks or incidents and developments, as well as the steps management has taken to respond to such risks, if any. Pursuant to our cybersecurity incident response framework, we have protocols by which certain cybersecurity incidents that meet established reporting thresholds are escalated within the Company and, where appropriate, reported promptly to the Board, as well as ongoing updates regarding any such incident until it has been addressed. Members of the Board and the Technology Steering Committee are also encouraged to regularly engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs.

Our cybersecurity risk management and strategy processes are managed in collaboration between Technology and IT teams in close association with business team leads and the executive team. The global IT team is led by our VP of IT at the Company in collaboration with the VP of Technology at Southern. Such individuals collectively have 25 years of prior work experience in various roles involving managing information security, developing cybersecurity strategies, and implementing effective information and cybersecurity programs. We also work very closely with a Senior Advisor to the Board who has a CISSP certification for collaborating on strategies regarding cybersecurity risk management and mitigation.

We have a regular cadence between IT and Tech teams to collaborate on cybersecurity topics. In addition, we encourage communication and participation across the enterprise on cybersecurity-related topics and observations/recommendations. The cybersecurity incident response framework is updated as needed for alignment with current processes and communications.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]

Cybersecurity is an integral part of our risk management processes and an area of increasing focus for our Board and management. Our Board oversees the Company’s enterprise risk management process, including the management of risks arising from cybersecurity threats.

Our Technology Steering Committee comprising executive leadership, business leaders, and IT is responsible for the oversight of risks from cybersecurity threats. The Technology Steering Committee meets regularly to discuss the risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks. We have instituted a quarterly update to our Board members with an overview of the management of our cybersecurity threat risk and strategy processes covering topics such as security posture, progress towards risk-mitigation-related goals,

and emerging threat risks or incidents and developments, as well as the steps management has taken to respond to such risks, if any. Pursuant to our cybersecurity incident response framework, we have protocols by which certain cybersecurity incidents that meet established reporting thresholds are escalated within the Company and, where appropriate, reported promptly to the Board, as well as ongoing updates regarding any such incident until it has been addressed. Members of the Board and the Technology Steering Committee are also encouraged to regularly engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs.

Our cybersecurity risk management and strategy processes are managed in collaboration between Technology and IT teams in close association with business team leads and the executive team. The global IT team is led by our VP of IT at the Company in collaboration with the VP of Technology at Southern. Such individuals collectively have 25 years of prior work experience in various roles involving managing information security, developing cybersecurity strategies, and implementing effective information and cybersecurity programs. We also work very closely with a Senior Advisor to the Board who has a CISSP certification for collaborating on strategies regarding cybersecurity risk management and mitigation.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]

Cybersecurity is an integral part of our risk management processes and an area of increasing focus for our Board and management. Our Board oversees the Company’s enterprise risk management process, including the management of risks arising from cybersecurity threats.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]

Our Technology Steering Committee comprising executive leadership, business leaders, and IT is responsible for the oversight of risks from cybersecurity threats. The Technology Steering Committee meets regularly to discuss the risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks. We have instituted a quarterly update to our Board members with an overview of the management of our cybersecurity threat risk and strategy processes covering topics such as security posture, progress towards risk-mitigation-related goals,

and emerging threat risks or incidents and developments, as well as the steps management has taken to respond to such risks, if any
Cybersecurity Risk Role of Management [Text Block]

Our cybersecurity risk management and strategy processes are managed in collaboration between Technology and IT teams in close association with business team leads and the executive team. The global IT team is led by our VP of IT at the Company in collaboration with the VP of Technology at Southern. Such individuals collectively have 25 years of prior work experience in various roles involving managing information security, developing cybersecurity strategies, and implementing effective information and cybersecurity programs. We also work very closely with a Senior Advisor to the Board who has a CISSP certification for collaborating on strategies regarding cybersecurity risk management and mitigation.

We have a regular cadence between IT and Tech teams to collaborate on cybersecurity topics. In addition, we encourage communication and participation across the enterprise on cybersecurity-related topics and observations/recommendations. The cybersecurity incident response framework is updated as needed for alignment with current processes and communications.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]

We have a regular cadence between IT and Tech teams to collaborate on cybersecurity topics. In addition, we encourage communication and participation across the enterprise on cybersecurity-related topics and observations/recommendations. The cybersecurity incident response framework is updated as needed for alignment with current processes and communications.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] we have protocols by which certain cybersecurity incidents that meet established reporting thresholds are escalated within the Company and, where appropriate, reported promptly to the Board, as well as ongoing updates regarding any such incident until it has been addressed.
v3.25.1
Description of Business
 12 Months Ended
Dec. 31, 2024
Description of Business [Abstract]  
Description of Business

Note 1. Description of Business

Organization

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

Surf Air Global Limited (“Surf Air”) is a British Virgin Islands holding company and was formed on August 15, 2016. Surf Air is a technology-enabled regional air travel network, offering daily scheduled flights and on-demand charter flights. Its customers consist of regional business and leisure travelers. Headquartered in Hawthorne, California, Surf Air commenced flight operations in June 2013.

Internal Reorganization

On July 21, 2023, SAGL Merger Sub Inc., a wholly-owned subsidiary of the Company, was merged with and into Surf Air, after which Surf Air became a wholly-owned subsidiary of the Company (the “Internal Reorganization”).

Pursuant to the Internal Reorganization, all ordinary shares of Surf Air outstanding as of immediately prior to the closing, were canceled in exchange for the right to receive shares of the Company’s common stock and all rights to receive ordinary shares of Surf Air (after giving effect to the conversions) were exchanged for shares of the Company’s common stock (or warrants, options or restricted stock units (“RSUs”) to acquire the Company’s common stock, as applicable) at a ratio of 22.4 Surf Air shares to 1 share of the Company’s common stock. Such conversions, as they relate to the ordinary shares of Surf Air, and all rights to receive ordinary shares, have been reflected as of all periods presented herein.

On July 27, 2023, the Company’s common stock was listed for trading on the NYSE.

As the Internal Reorganization took place on July 21, 2023, the financial statements presented herein reflect the financial position, results of operations and cash flows of Surf Air, the predecessor to the Company, for all periods prior to July 21, 2023. Following the Internal Reorganization, the financial position, results of operations and cash flows are those of the Company.

Reverse Stock Split

On August 16, 2024, the Company effected a seven-for-one reverse stock split for all shares of the Company’s common stock 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.

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.

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

Southern Acquisition

On July 27, 2023 (the “Acquisition Date”), immediately prior to the Company’s listing on the NYSE and after the consummation of the Internal Reorganization, the Company effected the acquisition of all equity interests of Southern Airways Corporation (“Southern”), whereby a wholly-owned subsidiary of the Company merged with and into Southern, after which Southern became a wholly-owned subsidiary of the Company (the “Southern Acquisition”). Pursuant to the agreement to acquire Southern, Southern stockholders were to receive 2,321,428 shares of the Company's common stock, which was based on the aggregate merger consideration of $81.25 million at the $35.00 per share opening price on the first day of trading of the Company's common stock. In total, 2,321,423 shares of Company common stock were issued to former Southern shareholders while the remaining amount was paid out in cash in lieu of fractional shares to those shareholders on a pro rata basis.

Southern is a scheduled service commuter airline serving cities across the United States that is headquartered in Palm Beach, Florida and commenced flight operations in June 2013. It is a certified Part 135 operator that operates a fleet of over 50 aircraft, including the Cessna Caravan, the Cessna Grand Caravan, the Pilatus PC-12, and the Tecnam Traveller. Southern provides both seasonal and

full-year scheduled passenger air transportation service in the Mid-Atlantic and Gulf regions, Rockies and West Coast, and Hawaii, with select routes subsidized by the United States Department of Transportation (“U.S. DOT”) under the Essential Air Service (“EAS”) program.

Following the Southern Acquisition, the Company operates a combined regional airline network servicing U.S. cities across the Mid-Atlantic, Gulf South, Midwest, Rocky Mountains, West Coast, New England and Hawaii.

Liquidity and Going Concern

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 Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023. As discussed in Note 15, 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 $7.7 million included in accrued expenses and other current liabilities on the Consolidated Balance Sheet as of December 31, 2024. 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 $1.6 million as of December 31, 2024. Additionally, Los Angeles County has imposed a tax lien on four of the Company’s aircraft due to the late filing of the Company’s 2022 property tax return. As of December 31, 2024, the amount of property tax, interest and penalties related to the Los Angeles County tax lien for all unpaid tax years was approximately $1.1 million. The Company is in the process of remediating the late filing and payment of the property taxes due to Los Angeles County. As of December 31, 2024, 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 11, Financing Arrangements). The SAFE-T note is subordinate to the Company’s Convertible Note Purchase Agreement (see Note 11, 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 December 31, 2024 and December 31, 2023.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The airline industry and the Company’s operations are cyclical and highly competitive. The Company’s success is largely dependent on the ability to raise debt and equity capital, achieve a high level of aircraft and crew utilization, increase flight services and the number of passengers flown, and continue to expand into regions profitably throughout the United States.

The Company’s prospects and ongoing business activities are subject to the risks and uncertainties frequently encountered by companies in new and rapidly evolving markets. Risks and uncertainties that could materially and adversely affect the Company’s business, results of operations or financial condition include, but are not limited to the ability to (i) raise additional capital (or financing) to fund operating losses, (ii) refinance its current outstanding debt, (iii) maintain efficient aircraft utilization, primarily through the proper utilization of pilots and managing market shortages of maintenance personnel and critical aircraft components, (iv) sustain ongoing operations, (v) attract and maintain customers, (vi) integrate, manage and grow recent acquisitions and new business initiatives, (vii) obtain and maintain relevant regulatory approvals, and (viii) measure and manage risks inherent to the business model.

The Company has historically 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. During the year ended December 31, 2023, the Company received $8 million under a convertible note purchase agreement with Partners for Growth V, L.P. (“PFG”), $25.0 million through the Share Purchase Agreement with GEM Global Yield LLC SCS (“GEM”) and $10.2 million in advances and draws under the second amended and restated Share Purchase Agreement with GEM (see Note 12, Share Purchase Agreement, GEM Purchase, and Mandatory Convertible Security). During the year ended December 31, 2024, the Company received an additional $2.5 million in advances under the second amended and restated 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 million under the Share Purchase Agreement, (the “Prior Registration Statement”). In connection with the GEM Mandatory Convertible Security (see Note 12, Share Purchase Agreement, GEM Purchase, and 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 December 31, 2024, 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 $298.6 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 December 31, 2024, GEM held 0% of the then fully-diluted shares of the Company. At December 31, 2024, the daily volume limitations under the Share Purchase Agreement significantly restricted our ability to take additional draws under the Share Purchase Agreement to approximately 293 thousand 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. The Company is currently attempting to resolve one listing requirement violation with the New York Stock Exchange. While not currently subject to de-listing, the Company’s inability to cure this listing requirement violation would impact its ability to raise capital through the Share Purchase Agreement.

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, pursuant to which the Company borrowed $44.5 million under a four-year term loan, and $5.5 million of delayed draw commitments.

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 of 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 or, the Company will be required to take additional measures to conserve liquidity, which could include, but 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 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.
v3.25.1
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the assets, liabilities and operating results of the Company. All intercompany balances and transactions have been eliminated in consolidation. Other than net loss, the Company does not have any other elements of comprehensive income or loss for the years ended December 31, 2024 and 2023.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of income and expense during the reporting period.

On an ongoing basis, the Company evaluates its estimates using historical experience and other factors including the current economic and regulatory environment as well as management’s judgment. Items subject to such estimates and assumptions include: revenue recognition and related allowances, valuation allowance on deferred tax assets, certain accrued liabilities, useful lives and recoverability of long-lived assets, fair value of assets acquired and liabilities assumed in acquisitions, legal contingencies, assumptions underlying convertible notes and convertible securities carried at fair value and stock-based compensation. These estimates may change as new events occur and additional information is obtained and such changes are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s consolidated financial statements.

Concentration of Risk

The financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. All of the Company’s cash deposits are held at financial institutions that management believes to be of high credit quality. The Company’s cash deposit accounts may exceed federally insured limits at times. The Company has not experienced any losses on cash deposits to date. For the years ended December 31, 2024 and 2023, the US DOT accounted for 39% and 32%, respectively, of the Company's consolidated revenues.

We are dependent on part suppliers to deliver necessary airplane components in a timely manner at prices and quality levels acceptable to us. Our inability to efficiently manage these suppliers could have a material adverse effect on our business, prospects, financial condition and operating results.

Business Combination

The Company is required to use the acquisition method of accounting for business combinations. The acquisition method of accounting requires the Company to allocate the purchase consideration to the assets acquired and liabilities assumed from the acquiree based on their respective fair values as of the Acquisition Date. The excess of the fair value of purchase consideration over the fair value of these assets acquired and liabilities assumed is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which includes consideration of future revenue growth and margins, and discount rates. Fair value estimates are based on the assumptions that management believes a market participant would use in pricing the asset or liability. These estimates are inherently uncertain and, therefore, actual results may differ from the estimates made. As a result, during the measurement period of up to one year from the Acquisition Date, the Company may record fair value adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired and liabilities assumed in an acquisition, whichever comes first, any subsequent adjustments are recorded in the Consolidated Statements of Operations.

Cash and Restricted Cash

Cash and restricted cash consists of cash on hand held in commercial bank accounts. The Company classifies all cash with use limited by contractual provisions as restricted cash. As of December 31, 2024 and 2023 the Company had restricted cash of $0.6 million and $0.7 million, respectively, consisting of collateral against a corporate credit card. The Company has classified the restricted cash as long term, which represents the expected lapse of the restriction.

Accounts Receivable, net

Accounts receivable primarily consist of amounts due from U.S. DOT in relation to certain air routes served by the Company under the Essential Air Service (“EAS”) program, amounts due from airline business partners, and pending transactions with credit card processors. Receivables from the U.S. DOT and our business partners are typically settled within 30 days. All accounts receivable are reported net of an allowance for credit losses, which was not material as of December 31, 2024, and December 31, 2023. The Company has considered past and future financial and qualitative factors, including the age of unpaid receivables, payment history and other credit monitoring indicators, when establishing the allowance for credit losses.

Collateralized Borrowings

On August 9, 2024, the Company entered into a new revolving accounts receivable financing arrangement that will allow the Company to borrow a designated percentage of eligible accounts receivable, as defined, up to a maximum unsettled amount of $5.0 million. The agreement is secured by a first security interest in all assets of Southern Airways Express, a subsidiary of Southern. The financing arrangement is uncommitted, and upon funding does not qualify for sale accounting as the Company does not relinquish control of the receivables based on, among other things, the nature and extent of the Company’s continuing involvement.

Accordingly, the accounts receivable remain on the Company’s Consolidated Balance Sheets until paid by the customer and cash proceeds from the financing arrangement are recorded as collateralized borrowing in Accrued expenses and other current liabilities on the Consolidated Balance Sheets, with attributable interest expense recognized over the life of the related transactions. Interest expense and contractual fees associated with the collateralized borrowings are included in interest expense and other expense, net, respectively, in the accompanying Consolidated Statements of Operations.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Expenditures for major additions, equipment purchase deposits, renewals, and modifications are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset’s life, are expensed as incurred. The Company capitalizes expenditures for software developed or obtained for internal use. These costs include personnel and related employee benefits expenses for employees who are directly associated with and who devote time to software development projects, and external direct costs of consultants and materials for developing the software. Software development costs that do not qualify for capitalization as well as costs related to minor upgrades and enhancements are expensed as incurred and recorded in the Consolidated Statements of Operations.

Maintenance and repairs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, or, in the case of leasehold improvements, over the term of the lease or economic life, whichever is shorter as follows:

 

Assets

 

Depreciable Life

Aircraft, equipment and rotable spares

 

3 to 20 years

Leasehold improvements

 

Shorter of the estimated lease term or 5 years

Office, vehicles and ground equipment

 

3 years and 5 years

Internal-use software

 

3 years

Depreciation of property and equipment is included within Depreciation and amortization on the Consolidated Statements of Operations. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any gain or loss is included in the Consolidated Statements of Operations.

Intangible Assets

Intangible assets consist primarily of EAS contracts, tradenames and trademarks and software acquired in an asset acquisition. The Company capitalizes expenditures for major software purchases.

The Company amortizes finite-lived intangible assets on a straight-line basis over their estimated useful lives, which range from two to ten years. The straight-line recognition method approximates the manner in which the expected benefits will be derived.

Impairment of Long-Lived Assets

Long-lived assets such as property and equipment, finite-lived intangible assets, and right of use assets are reviewed for impairment, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The amount of impairment loss, if any, is measured as the difference between the carrying value of the asset and its estimated fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as appropriate. No impairment charges were recorded during the years ended December 31, 2024 and 2023.

Goodwill

Goodwill, which represents the excess of the cost of an acquired entity over the fair value of the acquired net assets, has an indefinite life and, accordingly, is not amortized. The Company tests goodwill for impairment annually, during the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset may be impaired.

The Company assesses goodwill for impairment utilizing either a qualitative assessment or a quantitative assessment by comparing the fair value of its reporting unit with its carrying amount. If the Company decides that it is appropriate to perform a qualitative assessment and concludes that the fair value of its reporting unit more likely than not exceeds its carrying value, no further evaluation is necessary. If the Company performs the quantitative assessment, the Company will compare the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount of a reporting unit exceeds its fair value, the Company will recognize an impairment charge for the amount by which the carrying amount exceeds its reporting unit’s fair value.

The Company performed its annual goodwill impairment assessment on a qualitative basis as of October 1, 2023, and concluded that it was not more likely than not that the fair value of the reporting unit was less than its carrying value. This conclusion was primarily based on the operations of Southern being consistent with forecasts existing as of the acquisition date and the Company’s plans to re-fleet and expand Southern’s operations. Subsequent to this analysis, the Company identified indicators of impairment of the Southern reporting unit as of December 31, 2023. This was based on operational challenges that were expected to be remediated in the fourth quarter, such as: additional delays of aircraft maintenance due to the unavailability of parts, which resulted in a higher cancellation rate of scheduled flights. These delays were expected to, and did, continue into 2024. Additionally, the Company incurred higher cash requirements than expected to fund the operations of Southern during the fourth quarter of 2023, primarily due to higher maintenance costs. Further, unplanned delays in aircraft deliveries under the Textron aircraft supply agreement, including December 2023 cancellations of both firm deliveries and additional purchase options, have delayed re-fleeting efforts. Indicators of impairment also include a decline in the market price of our common stock and corresponding continued decline in our market capitalization from the date of the Southern Acquisition. As a result, the Company performed a quantitative assessment to compare the fair value of the reporting unit to its carrying amount as of December 31, 2023.The Company concluded that the carrying value of the Southern reporting unit exceeded its fair value and, as such, recorded a $60.0 million impairment of goodwill in its Southern reporting unit during the fourth quarter of 2023.

The Company estimated the fair value of its reporting units utilizing both a market approach and an income approach (discounted cash flow) and the significant assumptions used to measure fair value include discount rate, terminal value factors, revenue and EBITDA multiples, and control premiums. We evaluate our estimates under the income approach by reconciling the estimated fair value of the reporting unit determined under the income approach to our market capitalization and estimated fair value determined under the market approach. 

This impairment charge is presented within impairment of goodwill on the Company’s Consolidated Statements of Operations. As of December 31, 2024 and 2023, the Company had no goodwill balance.

Deferred Revenue

The Company records deferred revenue (contract liabilities) when the Company receives customer payments in advance of the performance obligations being satisfied on the Company’s contracts. The Company generally collects payments from customers in advance of services being provided. The Company recognizes the deferred revenue as revenue when it meets the applicable revenue recognition criteria, which is usually either over the contract term, or when services have been provided. The Company generally meets performance obligations associated with all revenues deferred during the succeeding 12-month period. Accordingly, deferred revenue is classified within current liabilities in the accompanying Consolidated Balance Sheets.

Leases

The Company leases aircraft, airport passenger terminal space, portions of and full aircraft hangars and other airport facilities, other commercial real estate and office space.

Operating Leases

Operating lease right-of-use assets and liabilities are recognized at the lease commencement date, which is the date the Company takes possession of the asset. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease right-of-use assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, the Company estimates incremental borrowing rates based on the appropriate term and information available at lease commencement in determining the present value of lease payments including reasonably certain renewal periods. The Company recognizes the lease cost for operating leases on a straight-line basis over the lease term. Aggregate lease cost is recorded in Cost of Revenue and General and Administrative expenses on the Consolidated Statements of Operations. Additionally, tenant incentives used to fund leasehold improvements or any rent abatements are recognized when earned and reduce the operating right-of-use asset related to the lease.

Finance Leases

The Company measures finance lease right-of-use assets and finance lease liabilities initially at an amount equal to the present value at the beginning of the lease term of minimum lease payments during the lease term, excluding that portion of the payments representing executory costs (such as insurance, maintenance, and taxes to be paid by the lessor) including any profit thereon, with the corresponding liability recorded within the liabilities section of the balance sheet. During the lease term, each minimum lease payment is allocated by the lessee between a reduction of the liability and interest expense to produce a constant periodic rate of interest on the

remaining balance of the liability (the interest method). Finance lease right-of-use assets are depreciated in accordance with the Company’s property and equipment policy and is included within Depreciation and amortization on the Consolidated Statements of Operations. The corresponding lease liabilities are reduced as lease payments are made.

Revenue Recognition

Scheduled Revenue

Scheduled revenue is derived from scheduled passenger flights under the EAS program, membership subscriptions, and through passenger single seat sales.

The Company provides scheduled passenger flight service on certain routes which is subsidized by the U.S. DOT under the EAS program. The EAS program is enacted to ensure that small communities in the U.S. have the ability to maintain a minimum level of scheduled air services. The Company has contracts with the U.S. DOT that are typically in duration of 2-4 years and include commitments for the Company to provide passenger air service to certain locations for a specific number of times annually to each location. The Company generally bills the U.S. DOT on the first of the month following the prior month’s completed flights, and typically collects from the U.S. DOT within 12 to 14 days after billing. Revenue is recognized on a per-flight basis when the Company has fulfilled its commitment, generally as the flights are completed.

The Company offers Pay-As-You-Fly (“PAYF”) memberships to members. The members pay an annual membership fee, which enables the member to purchase single use vouchers for travel on the Company’s scheduled routes. Vouchers are sold in a package and generally expire twelve months after the purchase date. Vouchers are nonrefundable, not exchangeable for cash and may not be used for other Company services. The Company recognizes the upfront annual membership fee as well as amounts paid by members for the purchase of vouchers as flights are completed or expiration, where applicable, of the vouchers. The Company has determined the PAYF membership and vouchers to represent a single performance obligation.

The Company earns revenue from the passenger for scheduled flight service through sales of tickets for single seats. These sales are generally paid by credit card. The Company also earns revenue generated by third-party travel booking sites or travel agencies. Tickets are refundable within 24 hours of purchase for flights scheduled to take place more than one week out, or when flights or services are changed, interrupted, or otherwise canceled by the Company. The Company recognizes revenue when it meets the applicable recognition criteria, which is at the point in time when a flight is completed or when tickets expire (generally within one year from the date of purchase).

 

On-demand Revenue

The Company earns revenue from the passenger for charter flight services, operated through a combination of its own aircraft and those of third party operators. These sales are generally paid for by credit card or wire transfer. The Company generally does not offer refunds after 24 hours of purchase. The Company recognizes revenue when it meets the applicable recognition criteria, which is at the point in time when a flight is completed or when tickets expire (generally within one year from the date of purchase).

Other Revenue

The Company also earns revenue from various ancillary services such as those relating to baggage fees, reservation change fees, package freight fees, and pet-travel (carry-on) fees. These fees are earned when the services are performed, generally at the time of travel.

Principal vs Agent

The Company evaluates whether it is a principal or an agent in contracts involving more than one party by assessing whether it controls the specified flight services before they are transferred to its customers. In transactions where the Company directs third-party air carriers to provide flights service to its customers, the Company determined it acts as the principal as it controls the services provided to the customers. In these instances, the Company is primarily responsible for fulfillment of the obligation in the contract, has pricing discretion, has the authority to direct the key components of the service on behalf of the member or customer regardless of which third-party is used. Therefore, the Company reports revenue and the associated costs on a gross basis in the Consolidated Statements of Operations.

When the Company is not primarily responsible for the fulfillment of the flight services, it acts as an agent and therefore recognized revenue in the Consolidated Statements of Operations is net of amounts paid to third-party air carriers and operators that provide the services.

In transactions where the Company operates aircraft on behalf of a third party, the Company determined it acts as the agent as it solely carries out the services based on the direction of the third party in exchange for a fixed service fee as determined by the related services agreement. In these instances, the Company reports the service fee as fee revenue net of any operating costs incurred by the Company to perform these services.

Operating Expenses

Cost of Revenue

Cost of revenue consists of costs that are directly related to delivering the Company’s services and certain facility costs. Delivery of the Company’s services primarily comprise of aircraft maintenance, fuel, airport-related expenses, and fees paid to third-party air carriers for operating aircraft in providing flight services and platform infrastructure costs. Cost of revenue also includes facility costs representing leases expenses and operating costs for stations throughout the service network and personnel related costs, primarily salary and bonus. Cost of revenue excludes depreciation on property and equipment and amortization of finite-lived intangible assets.

Sales and Marketing

Sales and marketing expense consists primarily of personnel related and other costs in connection with the Company’s sales and marketing efforts. Advertising costs are expensed as incurred and were not material for the years ended December 31, 2024 and 2023, respectively. Sales and marketing excludes depreciation on property and equipment and amortization of finite-lived intangible assets.

Technology and Development

Technology and development expense consists of personnel and other costs related to technology development and management efforts including costs for third-party development resources, and allocations of overhead and facility costs. Technology cost also includes research and development cost associated with the Company’s hybrid electrification strategy. The Company’s technology and development efforts are focused on enhancing the ease of use and functionality of its Surf OS platform by adding new core functionality, services and other improvements, as well as the development of new products and services. Technology and development costs are expensed as incurred, except to the extent that such costs are associated with internal-use software development that qualify for capitalization, which are then recorded within Property and Equipment, net on the Company’s consolidated balance sheets. Technology and development excludes depreciation on property and equipment and amortization of finite-lived intangible assets.

General and Administrative

General and administrative expense consists of personnel related costs including salary, bonus, and share-based compensation for the Company’s executive, finance, facilities, and human resource teams and facility costs. General and administrative expenses also include professional fees and other corporate related expenses. General and administrative expenses exclude the depreciation on property and equipment and amortization of finite-lived intangible assets.

Share-Based Compensation

Options, RSPAs, and Warrants

The Company accounts for the issuance of stock options, restricted share purchase agreements (“RSPAs”), and warrants in the consolidated financial statements based on the grant date fair value of the awards. Issuances of RSPAs with promissory notes are accounted for as share options and are measured based on the grant date fair value of the option. The Company estimates the fair value of these awards using the Black-Scholes option pricing model. The grant date fair value of share-based awards with service-only conditions is recognized as expense on a straight-line basis in the consolidated statement of operations over the requisite service period, which is generally the vesting period ranging from 12 to 48 months. Forfeitures are recorded as they occur. For awards with performance conditions, the Company records compensation expense on a graded-vesting basis when it is deemed probable that the performance condition will be met. For awards with market conditions, the effect of the market conditions is reflected in the fair value measurement and expense, using an option pricing model, recognized on a graded-vesting basis, is not reversed to the extent that the market condition is not achieved. Additionally, awards granted to non-employees are accounted for using their grant date fair value, using Black Scholes option pricing model and are accounted for in the same manner as awards granted to employees.

Determining the fair value of share-based awards requires judgment. The Company’s use of option pricing models requires the input of subjective assumptions, including the fair value of shares of the Company’s common stock underlying the option award, the expected term of the option, the expected volatility of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. The assumptions used in the Company’s option pricing model represent management’s best

estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used the Company’s share-based compensation expense could be materially different in the future.

Awards granted prior to the Company's direct listing were valued using the historical volatility of the stock price of similar publicly traded peer companies. The expected term of options granted represents the period for which the options are expected to be outstanding and is estimated based on a midpoint between the end of the requisite service period and the contractual term of the options granted. The risk-free interest rate is derived from the U.S. Treasury yield curve in effect at the date of grant. The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero. The Company’s assumptions may change for future grants.

For awards granted prior to the Company’s direct listing, because there was no public market for the Company’s common stock, the board of directors determined the fair value of the shares of common stock by considering a number of objective and subjective factors including the results of third-party valuations, the Company’s actual operating and financial performance, market conditions and performance of comparable publicly traded companies, developments and milestones in the Company, the likelihood of achieving a liquidity event and transactions involving the Company’s preferred or common shares, among other factors. The fair value was determined in accordance with applicable elements of the practice aid issued by the American Institute of Certified Public Accountants, Valuation of Privately Held Company Equity Securities Issued as Compensation.

Restricted Stock Unit Awards

The grant date fair value of RSUs is estimated based on the fair value of the Company’s common stock on the date of grant. Prior to the Company’s direct listing in July 2023, RSUs granted by the Company vested upon the satisfaction of both service-based vesting conditions and liquidity event-related performance vesting conditions. The liquidity event-related performance vesting conditions were achieved upon the consummation of the Company's direct listing. Stock-based compensation related to such awards was recorded in full, as of the date of the Company’s direct listing. Since the Company’s direct listing in July 2023, the Company has only granted RSUs that vest upon the satisfaction of a service-based vesting condition and the compensation expense for these RSUs is recognized on a straight-line basis from the date of grant over the requisite service period.

The Company has granted founder performance-based restricted stock units (“founder PRSUs”) that contain a market condition in the form of future stock price targets. The grant date fair value of the founder PRSUs was determined using a Monte Carlo simulation model and the Company estimates the derived service period of the founder PRSUs. The grant date fair value of founder PRSUs containing a market condition is recorded as stock-based compensation over the derived service period. Provided that each founder continues to be employed by the Company, either directly or as a non-employee consultant, stock-based compensation expense is recognized over the derived service period, regardless of whether the stock price goals are achieved. If the stock price goals are met sooner than the derived service period, any unrecognized compensation expenses related to the founder PRSUs will be expensed during the period in which the stock price targets are achieved.

Warrants

The Company assesses whether warrants issued to purchase the Company’s common stock are liability or equity-classified based on the terms of the warrants. If the warrants are determined to be liability-classified, then the warrants are remeasured to fair value each period with changes in fair value recorded within Changes in fair value of financial instruments carried at fair value, net on the Consolidated Statements of Operations. The Company recognizes the fair value of liability-classified warrants within Other liabilities in its Consolidated Balance Sheets. If the warrants are determined to be equity-classified, then the initial fair value is recorded in Additional paid-in capital and the warrants are not remeasured thereafter.

The Company estimates the fair value of warrants to purchase its common stock and redeemable convertible preferred shares using the Black-Scholes option pricing model. Warrants are principally issued to lenders and non-employees, some of whom are related parties, in connection with debt and equity fundraising and debt restructuring activities.

Income Taxes

Income taxes are accounted for under the asset and liability method in accordance with U.S. GAAP. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. The likelihood of realizing the tax benefits related to a potential deferred tax asset is evaluated, and a

valuation allowance is recognized to reduce that deferred tax asset if it is more likely than not that all or some portion of the deferred tax asset will not be realized.

The Company determines whether a tax position taken or expected to be taken in a tax return is to be recognized in the consolidated financial statements when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The amount recognized is subject to estimation and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. For tax positions meeting the more likely than not threshold, the tax amount recognized in the consolidated financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties accrued related to unrecognized tax benefits, if any, in its income tax provision in the accompanying Consolidated Statements of Operations.

Net Loss Per Share Applicable to Common Shareholders, Basic and Diluted

The Company calculates basic and diluted net loss per share applicable to common shareholders using the two-class method required for companies with participating securities. The Company considers preferred stock to be participating securities as the holders are entitled to receive dividends on a pari passu basis in the event that a dividend is paid on common shares.

Under the two-class method, basic net loss per share applicable to common shareholders was calculated by dividing the net loss available to common shareholders by the weighted-average number of shares of common shares outstanding during the period. For purposes of determining the number of weighted-average common shares outstanding, the Company has included issued and outstanding common shares, penny common share warrants, and vested RSPAs. Diluted net loss per share available to common shareholders was computed by giving effect to all potentially dilutive common share equivalents outstanding for the period. For purposes of this calculation, preferred stock, unvested RSUs, unvested RSPAs, stock options and warrants to purchase common shares were considered common share equivalents but had been excluded from the calculation of diluted net loss per share applicable to common shareholders as their effect was anti-dilutive. In periods in which the Company reports a net loss applicable to common shareholders, diluted net loss per share available to common shareholders is the same as basic net loss per share applicable to common shareholders, since dilutive common shares are not assumed to have been outstanding if their effect is anti-dilutive. The Company reported net loss applicable to common shareholders for the years ended December 31, 2024 and 2023.

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company elected the fair value option to account for its debt instruments because the Company’s debt instruments contain a number of complex features that would have otherwise required bifurcated derivative accounting. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value measurements are based on a fair value hierarchy, based on three levels of inputs, of which the first two are considered observable and the last unobservable, which are the following:

Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.

Level 2 Inputs other than quoted prices included in Level I, that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3 Inputs are unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

Assets and liabilities are classified in the hierarchy based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.

The Company measures the fair value of certain long-lived assets including finite-lived intangible assets on a nonrecurring basis, when such assets are acquired in a business combination or are required to be written down to fair value if impaired. Such fair values are classified within the fair value hierarchy, as the valuations contain significant unobservable inputs, including assumptions of the present value of future cash flows, the use of these assets, as well as estimated disposition value.

There were no assets measured at fair value on a recurring basis as of December 31, 2024 and 2023.

The carrying amounts of certain financial assets and liabilities, including restricted cash, other current assets, accounts receivable, accounts payable, accrued expenses, and amounts due to related parties approximate fair value because of the short maturity and liquidity of those instruments.

SAFE and Convertible Notes at Fair Value

The Company’s Simple Agreements for Future Equity notes (“SAFE”) and Simple Agreement for Future Equity with Tokens (“SAFE-T”) are financial instruments whereby an investor provides an investment into the Company, and the note is subsequently converted into a preferred equity security at a discount to the price paid by other investors when and if a preferred equity is issued through a qualifying capital raise. Due to certain provisions included in the agreements for these instruments, they are classified as liabilities as of December 31, 2024 and 2023.

The Company elected the fair value option for the convertible notes and SAFE financial instruments, which requires them to be remeasured to fair value each reporting period with changes in fair value recorded in Changes in fair value of financial instruments carried at fair value, net on the Consolidated Statements of Operations, except for change in the fair value that results from a change in the instrument specific credit risk which is presented separately within other comprehensive income. The fair value estimate includes significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The decision to elect the fair value option is determined on an instrument-by-instrument basis on the date the instrument is initially recognized, is applied to the entire instrument, and is irrevocable once elected. For instruments measured at fair value, embedded conversion or other features are not required to be separated from the host instrument. Issuance costs related to convertible securities carried at fair value are not deferred and are recognized as incurred within Interest expense on the Consolidated Statements of Operations.

For instruments measured at fair value granted before the Company’s direct listing, the fair values were based on the estimated values of the notes, warrants, and derivative upon conversion including adjustments to the conversion rates, which were weighted probability associated with certain events, such as a sale of the Company or becoming a public company. The estimated fair values of these financial liabilities were determined utilizing the Probability-Weighted Expected Return Method and is considered a Level 3 fair value measurement.

Recent Accounting Pronouncements

Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The updated standard is effective for fiscal periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 as of January 1, 2024.

Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires public entities to disaggregate, in a tabular presentation, certain income statement expenses into different categories, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The guidance is effective for fiscal years beginning after December 15, 2026, with early adoption permitted, and may be applied retrospectively. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and related disclosures.
v3.25.1
Business Combination
 12 Months Ended
Dec. 31, 2024
Business Combinations [Abstract]  
Business Combination

Note 3. Business Combination

On July 27, 2023, the Company completed the acquisition of all issued and outstanding shares of Southern. The acquisition of Southern expands the Company’s regional airline network servicing U.S. cities across the Mid-Atlantic, Gulf South, Midwest, Rocky Mountains, West Coast, New England and Hawaii. Total consideration is comprised of $81.25 million of equity consideration, through the issuance of 2,321,423 shares of the Company’s common stock on close of the Southern Acquisition and $699 thousand of payments made by the Company to settle debt obligations of Southern, which were not assumed as part of the acquisition. As the transaction

closed prior to the Company’s listing on the NYSE on July 27, 2023, the fair value of the common stock issued to Southern stockholders was based on the opening trading price of the Company’s common stock on July 27, 2023 of $35.00 per share.

Subsequent to the issuance of shares of the Company’s common stock as purchase consideration, the Company repurchased 57,666 shares from employees for $1.3 million in satisfaction of employee tax withholdings related to such issuance.

The results of operations of Southern are included in the Company’s consolidated financial statements from the date of acquisition, July 27, 2023, through December 31, 2024.

The purchase consideration was preliminarily allocated and adjusted as follows (in thousands):

 

 

 

Preliminary Balance

 

 

Measurement Period Adjustments

 

 

Adjusted Balance

 

Cash

 

$

1,377

 

 

 

 

 

$

1,377

 

Accounts receivable, net

 

 

4,155

 

 

 

396

 

 

 

4,551

 

Prepaid expenses and other current assets

 

 

4,326

 

 

 

 

 

 

4,326

 

Property and equipment, net

 

 

37,372

 

 

 

(264

)

 

 

37,108

 

Operating lease right-of-use assets

 

 

13,214

 

 

 

 

 

 

13,214

 

Finance lease right-of-use assets

 

 

303

 

 

 

 

 

 

303

 

Acquisition-related intangibles

 

 

28,150

 

 

 

(1,100

)

 

 

27,050

 

Other assets

 

 

3,604

 

 

 

 

 

 

3,604

 

Total assets

 

$

92,501

 

 

$

(968

)

 

$

91,533

 

Accounts payable

 

 

5,649

 

 

 

 

 

 

5,649

 

Accrued expenses and other current liabilities

 

 

10,405

 

 

 

 

 

 

10,405

 

Deferred revenue

 

 

7,329

 

 

 

8

 

 

 

7,337

 

Current maturities of long-term debt

 

 

2,923

 

 

 

 

 

 

2,923

 

Operating lease liabilities, current

 

 

3,624

 

 

 

 

 

 

3,624

 

Finance lease liabilities, current

 

 

147

 

 

 

 

 

 

147

 

Due to related parties, current

 

 

1,853

 

 

 

 

 

 

1,853

 

Long-term debt, net of current maturities

 

 

24,123

 

 

 

 

 

 

24,123

 

Operating lease liabilities, long term

 

 

6,836

 

 

 

 

 

 

6,836

 

Finance lease liabilities, long term

 

 

175

 

 

 

 

 

 

175

 

Due to related parties, long term

 

 

1,864

 

 

 

 

 

 

1,864

 

Deferred tax liability

 

 

3,750

 

 

 

906

 

 

 

4,656

 

Other noncurrent liabilities

 

 

37

 

 

 

 

 

 

37

 

Total liabilities

 

$

68,715

 

 

$

914

 

 

$

69,629

 

Fair value of net assets acquired

 

 

23,786

 

 

 

(1,882

)

 

 

21,904

 

Goodwill

 

 

58,163

 

 

 

1,882

 

 

 

60,045

 

Total Purchase Consideration

 

$

81,949

 

 

$

—

 

 

$

81,949

 

 

The Company provisionally allocated the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on the preliminary estimates of their fair values, which were determined using generally accepted valuation techniques based on estimates and assumptions made by management using the best available information.

Measurement period adjustments

The Company recorded measurement period adjustments to the provisional purchase price allocation due to additional information received since the acquisition date of July 27, 2023. The significant adjustments included a reduction to identified intangible assets for EAS route contracts and tradenames of $1.1 million, reductions in plant, property, and equipment of $0.3 million, increases in accounts receivable of $0.4 million, and an increase in deferred income tax liabilities of $0.9 million resulting from new information available to management that impacted the fair value of the assets acquired.

Goodwill represents purchase consideration in excess of the fair value of net assets acquired. Factors that contribute to the recognition of goodwill include increased synergies expected to be achieved from the integration of Southern, as well as the acquisition of a talented workforce. None of the goodwill, as initially recorded, is expected to be deductible for income tax purposes.

During the fourth quarter of 2023, the Company recorded an impairment of the goodwill initially recorded due to the identification of impairment indicators, such as additional delays of aircraft maintenance due to the unavailability of parts, which resulted in a higher cancellation rate of scheduled flights. These delays were expected to, and did, continue into 2024. Additionally, the Company incurred

higher cash requirements than expected to fund the operations of the Southern reporting unit during the fourth quarter of 2023, primarily due to higher maintenance costs. Further, unplanned delays in aircraft deliveries under the Textron aircraft supply agreement, including December 2023 cancellations of both firm deliveries and additional purchase options, have delayed re-fleeting efforts. The resulting goodwill impairment charge of $60.0 million was the result of comparing the fair value of the Southern reporting unit to its carrying value.

Following are details of the purchase consideration allocated to acquired intangible assets:

 

Asset

 

Fair Value

 

 

Weighted- Average
Estimated Useful Life

EAS Contracts (1)

 

$

25,770

 

 

10 years

Tradename and Trademarks (2)

 

 

1,280

 

 

4 years

Total

 

$

27,050

 

 

 

 

(1)
The fair value of EAS route contracts were determined using the income approach, specifically, the multi-period excess earnings method.
(2)
Corporate trade name and trademarks primarily relate to the Southern brand and related trademarks, respectively, and the fair values were determined by applying the income approach, specifically, the relief from royalty method.

The fair value of the identified intangible assets will be amortized over the assets’ estimated useful lives based on the pattern in which the economic benefits are expected to be received to depreciation and amortization expense.

The Consolidated Statement of Operations include the following revenue and net loss attributable to Southern from the date of acquisition, July 27, 2023, to December 31, 2023:

 

 

 

July 27, 2023 through December 31, 2023

 

Revenue

 

$

37,371

 

Net Loss

 

$

(4,870

)

 

Unaudited Supplemental Pro Forma Information

Following are the supplemental consolidated financial results of the Company on an unaudited pro forma basis, as if the Southern Acquisition had been consummated as of January 1, 2022:

 

 

 

Year Ended December 31,

 

 

 

2023

 

Revenue

 

$

112,869

 

Net loss

 

$

(184,596

)

 

The unaudited pro forma financial information presented above has been calculated after adjusting the results of operations of the Company to reflect certain business combination effects, including the amortization of the acquired intangible assets, associated income tax impacts, incremental financing costs, and one-time acquisition-related costs incurred by the Company as though the Southern Acquisition occurred as of January 1, 2022. The pro forma financial information is for informational purposes only and not indicative of the results of operations that would have been achieved if this business combination had taken place as of January 1, 2022, nor is it indicative of future results of operations.
v3.25.1
Prepaids and Other Current Assets
 12 Months Ended
Dec. 31, 2024
Prepaid Expense and Other Assets, Current [Abstract]  
Prepaids and Other Current Assets

Note 4. Prepaids and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

 

 

 

December 31,
2024

 

 

December 31,
2023

 

Prepaid insurance

 

$

766

 

 

$

2,306

 

Prepaid software

 

 

2,177

 

 

 

2,647

 

Prepaid marketing

 

 

2,434

 

 

 

2,406

 

Engine reserves

 

 

1,667

 

 

 

1,150

 

Vendor operator prepayments

 

 

744

 

 

 

634

 

Prepaid fuel

 

 

39

 

 

 

301

 

Other

 

 

684

 

 

 

1,607

 

Total prepaid expenses and other current assets

 

$

8,511

 

 

$

11,051

 
v3.25.1
Property, Plant and Equipment, Net
 12 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment, Net

Note 5. Property, Plant and Equipment, Net

Property and equipment, net, consists of the following (in thousands):

 

 

 

December 31,
2024

 

 

December 31,
2023

 

Aircraft, equipment and rotable spares

 

$

40,290

 

 

$

39,196

 

Equipment purchase deposits

 

 

2,000

 

 

 

5,000

 

Leasehold improvements

 

 

2,301

 

 

 

2,479

 

Office, vehicles and ground equipment

 

 

1,158

 

 

 

1,179

 

Internal-use software

 

 

2,729

 

 

 

508

 

Property and equipment, gross

 

 

48,478

 

 

 

48,362

 

Accumulated depreciation

 

 

(6,265

)

 

 

(2,371

)

Property and equipment, net

 

$

42,213

 

 

$

45,991

 

 

The Company recorded depreciation expense of $4.7 million and $1.8 million for the years ended December 31, 2024 and 2023, respectively. Depreciation expense is recognized as a component of Depreciation and Amortization expense in the accompanying Consolidated Statement of Operations.

For the years ended December 31, 2024 and 2023, the Company recorded gains on disposal of property and equipment of $743 thousand and $0, respectively. For the gains recorded during the year ended December 31, 2024, $379 thousand was the result of sale-leaseback transactions (see Note 9, Leases).
v3.25.1
Intangible Assets, Net
 12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets, Net

Note 6. Intangible Assets, Net

Intangibles assets, net, consists of the following (in thousands):

 

 

 

December 31,
2024

 

 

December 31,
2023

 

EAS contracts

 

$

25,770

 

 

$

25,770

 

Tradenames and trademarks

 

 

8,340

 

 

 

8,340

 

Software

 

 

3,122

 

 

 

3,122

 

Other intangibles

 

 

225

 

 

 

242

 

Intangible assets, gross

 

 

37,457

 

 

 

37,474

 

Accumulated amortization

 

 

(14,339

)

 

 

(10,811

)

Intangible assets, net

 

$

23,118

 

 

$

26,663

 

 

The Company recorded amortization expense of $3.5 million and $1.8 million for the year ended December 31, 2024 and 2023, respectively. Amortization expense is recognized as a component of Depreciation and Amortization expense in the accompanying Consolidated Statement of Operations.

Expected future amortization as of December 31, 2024 is as follows (in thousands):

 

 

 

Amount

 

2025

 

$

3,051

 

2026

 

 

2,915

 

2027

 

 

2,764

 

2028

 

 

2,577

 

2029

 

 

2,577

 

Thereafter

 

 

9,234

 

Total

 

$

23,118

 
v3.25.1
Goodwill
 12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill

Note 7. Goodwill

The change in Goodwill is presented in the following table (in thousands):

 

 

 

December 31,
2024

 

 

December 31,
2023

 

Beginning of period

 

$

—

 

 

$

—

 

Addition from Southern Acquisition

 

 

—

 

 

 

60,045

 

Impairment

 

 

—

 

 

 

(60,045

)

End of period

 

$

—

 

 

$

—

 

The impairment during the year ended December 31, 2023 is presented within impairment of goodwill on the Company’s Consolidated Statements of Operations.
v3.25.1
Other Assets
 12 Months Ended
Dec. 31, 2024
Other Assets [Abstract]  
Other Assets

Note 8. Other Assets

Other assets consists of the following (in thousands):

 

 

 

December 31,
2024

 

 

December 31,
2023

 

Security deposits - aircraft operating leases

 

$

1,971

 

 

$

1,037

 

Cloud-hosted software

 

 

1,921

 

 

 

1,829

 

Credit card holdback

 

 

1,255

 

 

 

1,748

 

Security deposits - other

 

 

566

 

 

 

590

 

Other

 

 

410

 

 

 

523

 

Total other assets

 

$

6,123

 

 

$

5,727

 
v3.25.1
Leases
 12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Leases

Note 9. Leases

Operating Leases

Supplemental balance sheet information related to operating leases is as follows (in thousands):

 

Operating Leases

 

Classification

 

December 31,
2024

 

 

December 31,
2023

 

Assets

 

 

 

 

 

 

 

 

Right-of-use assets

 

Operating lease right-of-use assets

 

$

17,046

 

 

$

12,818

 

Liabilities

 

 

 

 

 

 

 

 

Lease liabilities, current

 

Operating lease liabilities, current

 

$

4,120

 

 

$

4,104

 

Lease liabilities, current

 

Due to related parties, current

 

 

1,216

 

 

 

1,686

 

Lease liabilities, long term

 

Operating lease liabilities, long term

 

 

11,540

 

 

 

5,507

 

Lease liabilities, long term

 

Due to related parties, long term

 

 

457

 

 

 

1,673

 

Total lease liabilities

 

 

 

$

17,333

 

 

$

12,970

 

 

 

 

 

Lease term and discount rate were as follows:

 

 

 

December 31,
2024

 

 

December 31,
2023

 

Weighted average remaining lease term

 

4.29 years

 

 

2.55 years

 

Weighted average discount rate

 

 

8.68

%

 

 

7.96

%

 

The components of lease cost are as follows (in thousands):

 

 

 

 

 

Year ended December 31,

 

Lease Cost

 

Classification

 

2024

 

 

2023

 

Operating lease cost - aircraft

 

Cost of revenue

 

$

11,123

 

 

$

3,469

 

Operating lease cost - non-aircraft

 

Cost of revenue

 

 

781

 

 

 

163

 

Operating lease cost - non-aircraft

 

General and administrative

 

 

607

 

 

 

333

 

Lease cost, short term

 

Cost of revenue

 

 

548

 

 

 

1,827

 

Lease cost, short term

 

General and administrative

 

 

181

 

 

 

156

 

Engine reserves

 

Cost of revenue

 

 

3,475

 

 

 

1,518

 

Total lease cost

 

 

 

$

16,715

 

 

$

7,466

 

 

Supplemental disclosures of cash flow and other information related to leases are as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Cash paid for operating lease liabilities

 

$

7,889

 

 

$

3,044

 

Non-cash transactions - operating lease assets obtained in exchange for operating lease liabilities

 

$

11,606

 

 

$

1,858

 

 

Maturities of operating lease liabilities are as follows as of December 31, 2024 (in thousands):

 

 

 

Amount

 

2025

 

$

6,561

 

2026

 

 

4,603

 

2027

 

 

3,158

 

2028

 

 

2,219

 

2029

 

 

2,218

 

Thereafter

 

 

1,931

 

Total lease payment, undiscounted

 

 

20,690

 

Less: imputed interest

 

 

3,357

 

Total

 

$

17,333

 

 

Sale-leaseback transactions

During the year ended December 31, 2024, the Company entered into three sale-leaseback transactions for the Company’s owned aircraft. Sales proceeds totaled $8.7 million, which resulted in the addition of corresponding operating use right of use assets and operating lease liabilities. The Company recorded a gain of $379 thousand as a result of the sale transactions. The leases will carry a term of six years.

Finance Leases

The Company’s finance lease assets include an aircraft, an aircraft engine, and other equipment.

Supplemental balance sheet information related to finance leases is as follows (in thousands):

 

 

 

December 31,
2024

 

 

December 31,
2023

 

Assets

 

 

 

 

 

 

Finance lease right-of-use assets

 

$

1,115

 

 

$

1,343

 

Liabilities

 

 

 

 

 

 

Finance lease liabilities, current

 

$

265

 

 

$

215

 

Finance lease liabilities, long term

 

 

948

 

 

 

1,137

 

Total finance lease liabilities

 

$

1,213

 

 

$

1,352

 

 

Lease term and discount rate are as follows:

 

 

 

December 31,
2024

 

 

December 31,
2023

 

Weighted average remaining lease term

 

4.2 years

 

 

5.3 years

 

Weighted average discount rate

 

 

11.37

%

 

 

11.45

%

 

Supplemental disclosures of cash flow and other information related to leases are as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Cash paid for finance lease liabilities

 

$

234

 

 

$

113

 

Non-cash transactions - Finance lease assets obtained in exchange for finance lease liabilities

 

$

95

 

 

$

1,143

 

 

Maturities of finance lease liabilities are as follows as of December 31, 2024 (in thousands):

 

 

 

Amount

 

2025

 

$

389

 

2026

 

 

372

 

2027

 

 

336

 

2028

 

 

264

 

2029

 

 

176

 

Thereafter

 

 

—

 

Total lease payment, undiscounted

 

 

1,537

 

Less: imputed interest

 

 

324

 

Total

 

$

1,213

 
v3.25.1
Accrued Expenses and Other Current Liabilities
 12 Months Ended
Dec. 31, 2024
Payables and Accruals [Abstract]  
Accrued Expenses and Other Current Liabilities

Note 10. Accrued Expenses and Other Current Liabilities

As of December 31, 2024 and December 31, 2023, accrued expenses and other current liabilities consisted of the following (in thousands):

 

 

 

December 31,
2024

 

 

December 31,
2023

 

Accrued compensation and benefits

 

$

5,940

 

 

$

26,751

 

Accrued professional services

 

 

10,431

 

 

 

11,473

 

Excise and franchise taxes payable

 

 

7,729

 

 

 

7,672

 

Collateralized borrowings

 

 

5,842

 

 

 

2,977

 

Software license fee payable

 

 

9,953

 

 

 

2,000

 

Aircraft contract termination payable

 

 

—

 

 

 

1,454

 

Accrued Monarch legal settlement

 

 

1,314

 

 

 

1,314

 

Insurance premium liability

 

 

—

 

 

 

1,131

 

Accrued major maintenance

 

 

427

 

 

 

980

 

Interest and commitment fee payable

 

 

114

 

 

 

190

 

Statutory penalties

 

 

88

 

 

 

520

 

Other accrued liabilities

 

 

3,658

 

 

 

3,120

 

Total accrued expenses and other current liabilities

 

$

45,496

 

 

$

59,582

 

Collateralized Borrowings

The Company has a revolving accounts receivable financing arrangement that currently allows the Company to borrow a designated percentage of eligible accounts receivable, as defined in the agreement, up to a maximum unsettled amount of $5 million. The agreement is secured by a first security interest in all assets of Southern Airways Express, LLC, a subsidiary of Southern. The related interest rate is the prime rate plus 1% per annum. Additionally, the Company pays certain ancillary fees associated with each borrowing that vary depending on the borrowed amount and duration, which is generally no more than 45 days.

For the year ended December 31, 2024, the Company borrowed a total of $50.3 million under this financing facility, of which $47.5 million was settled through the transfer of pledged receivables. Interest expense incurred on these borrowings for the year ended December 31, 2024, amounted to $471 thousand, and are included in interest expense in the accompanying Consolidated Statements of Operations.

As of December 31, 2024 the outstanding amount due under this facility amounted to $2.8 million. As of December 31, 2024 the Company was in compliance with all covenants under this financing facility.

In addition, during the year ended December 31, 2024, the Company received an advance payment of $3.0 million from a financing institution related to an expected future payment under the IRS’ Employee Retention Credit Program, As of December 31, 2024, the Company has recorded $3.0 million within Collateralized borrowings. Such amounts are collateralized against the value of the credits to be received, as well as other assets of Southern Airways Express, a subsidiary of Southern.

 

Accrued Professional Services

During the fourth quarter of 2024, the Company entered into agreements with several professional service firms engaged in support of the Company’s July 27, 2023 direct listing on the NYSE. These agreements modify the payment terms of prior service agreements to be contingent on future equity or debt financing by the Company. The Company estimates that a total of $7.1 million will be due under these agreements over the next five years. Given the uncertainty regarding the timing and amount of payment, all amounts have been classified as current liabilities with the Company’s consolidated balance sheet.
v3.25.1
Financing Arrangements
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Financing Arrangements

Note 11. Financing Arrangements

The Company’s long-term debt obligations consist of the following (in thousands):

 

 

 

December 31,
2024

 

 

December 31,
2023

 

Note payable to a financing company, fixed interest rate of 7.60%, due November 2024

 

$

—

 

 

$

257

 

Note payable to bank, fixed interest rate of 4.65%, due November 2025

 

 

8

 

 

 

15

 

Note payable to a financing company, fixed interest rate of 5.49%, due December 2026

 

 

120

 

 

 

184

 

Notes payable to Clarus Capital, fixed interest rate of 8.66%, due April, June and September 2027

 

 

14,022

 

 

 

16,476

 

Note payable to Skywest, fixed interest rates of 4%, due April 2028

 

 

2,497

 

 

 

5,656

 

Note payable to Tecnam, fixed interest rate of 6.75%, due July and August 2032

 

 

2,962

 

 

 

3,206

 

Credit Agreement to ComVest Partners, floating interest rate of SOFR + 5%, due November 2028

 

 

44,984

 

 

 

—

 

Debt issuance costs

 

 

(2,167

)

 

 

0

 

Long-term debt, gross

 

 

62,426

 

 

 

25,794

 

Current maturities of long-term debt

 

 

(2,543

)

 

 

(5,177

)

Long-term debt, net of current maturities

 

$

59,883

 

 

$

20,617

 

 

Future maturities of total long-term debt as of December 31, 2024 are as follows (in thousands):

 

 

 

Amount

 

2025

 

$

2,543

 

2026

 

 

2,676

 

2027

 

 

12,032

 

2028

 

 

45,669

 

2029

 

 

421

 

Thereafter

 

 

1,252

 

Total

 

$

64,593

 

 

The Company is subject to customary affirmative covenants and negative covenants on all of the above notes payable. As of December 31, 2024, the Company was in compliance with all covenants in the loan agreements.

Credit Agreement

On November 14, 2024, the Company entered into a 4-year credit agreement with certain affiliates of Comvest Partners, as lenders (the “Credit Agreement”), pursuant to which the Company borrowed $44.5 million as a term loan, and $5.5 million of delayed draw commitments, which the Company will use to fund monthly interest payments over the first eighteen months of the Credit Agreement. Borrowings under the delayed draw commitments totaled $0.5 million as of December 31, 2024. This resulted in net proceeds of $42.7 million after funding debt issuance costs.

The loans under the Credit Agreement accrue interest at a rate of (x) SOFR (subject to a 1.00% floor) plus (y) 5.00%, and are subject to a prepayment premium for 18 months after the initial funding date. There was a 1.50% fee on the aggregate loans and commitments, paid at the initial funding. The loans under the Credit Agreement have no payments due other than interest, in advance of the maturity date on November 14, 2028.

The obligations of the Company under the Credit Agreement are subject to a security interest on assets of the Company, subject to certain exceptions.

The Credit Agreement is fully backstopped by a letter of credit issued by HSBC Bank USA, N.A. and arranged by Park Lane, a related party, and in connection therewith, the Company has entered into a reimbursement agreement with Park Lane (see Note 21, Related Party Balances and Transactions).

The Credit Agreement contains certain representations and warranties, covenants and events of default. Upon the occurrence of certain events of default, the lenders would have the right to draw upon the letter of credit referenced above.

Fair Value of Convertible Instruments

The Company has elected the fair value option for the convertible notes, which requires them to be remeasured to fair value each reporting period with changes in fair value recorded in changes in fair value of financial instruments carried at fair value, net on the Consolidated Statements of Operations, except for change in fair value that results from a change in the instrument specific credit risk which is presented separately within other comprehensive income. The fair value estimate includes significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.

On April 30, 2023, the Company amended the terms of the 2020 Convertible Note to extend the maturity date from May 1, 2023 to November 1, 2023. All other terms of the note remained the same, bearing compound interest at a rate of 6.25% per annum and a monthly payment of $5 thousand. On June 27, 2023, the Company entered into a conditional exercise agreement for the 2020 Convertible Note to convert upon the merger of Surf Air into a subsidiary of the Company. The merger occurred on July 21, 2023, and all principal and accrued interest associated with the 2020 Convertible Note were converted into 1,383,342 convertible preferred shares, which were simultaneously cancelled and converted into 8,822 shares of the Company's common stock.

On June 1, 2023, the Company amended the terms of the 2017 Convertible Notes to extend the maturity date from May 31, 2023 to December 31, 2023. All other terms of the note remained the same. On June 27, 2023, the Company entered into a conditional exercise agreement for the 2017 Convertible Notes to convert upon the merger of Surf Air into a subsidiary of the Company. The merger occurred on July 21, 2023, and all principal and accrued interest associated with the 2017 Convertible Notes were converted into 31,842,737 convertible preferred shares, which were simultaneously cancelled and converted into 203,094 shares of the Company's common stock.

On June 21, 2023, the Company entered into a convertible note purchase agreement (the “Convertible Note Purchase Agreement”) with PFG for a senior unsecured convertible promissory note for an aggregate principal amount of $8.0 million. The note bears interest at a rate of 9.75% and matures on December 31, 2024. All unpaid principal and interest balances may be converted into shares of the Company’s common stock, at the option of the holder, at a price equal to 120% of the opening trading price of the Company’s common stock on the date of its direct listing on the NYSE.

On July 27, 2023, the Company received $8 million in funding under the Convertible Note Purchase Agreement, following satisfaction of all conditions precedent outlined. Based on the $35.00 per share opening price on the first day of listing of the Company’s common stock, the principal of the Convertible Note Purchase Agreement would be convertible into 196,476 shares of the Company’s common stock.

On November 14, 2024, the Company amended the existing Convertible Note Purchase Agreement with PFG, which had an outstanding principal amount of $8.0 million issued to PFG upon amendment.

The Convertible Note Purchase Agreement will accrue interest at the greater of (x) SOFR (subject to a 1.00% floor) plus 5.00% and (y) 9.75%. In the event the Company raises capital in certain equity offerings, a portion of the net cash proceeds from such equity offerings is required to be applied to repay the obligations under the Convertible Note Purchase Agreement. The maturity of the Convertible Note Purchase Agreement is December 31, 2028, which may be accelerated upon the occurrence of certain events of default.

PFG has the right to convert, at its option, the amounts outstanding under the Convertible Note Purchase Agreement into common stock of Company, at a conversion price of $42.00 per share.

The obligations under the Convertible Note Purchase Agreement are guaranteed by certain of the Company’s subsidiaries, and subject to a security interest on assets of the Company and the subsidiary guarantors, subject to certain exceptions.

As of December 31, 2024, the Company was in compliance with all covenants under the Convertible Note Purchase Agreement.

Fair value of convertible notes (in thousands):

 

 

 

Fair Value at

 

 

 

December 31, 2024

 

 

December 31, 2023

 

Convertible Note Purchase Agreement

 

 

7,347

 

 

 

7,715

 

Total

 

$

7,347

 

 

$

7,715

 

 

Fair Value of SAFE Notes

The Company’s SAFE and SAFE-T notes are carried at fair value, with fair value determined using Level 3 inputs. The Company determined that the SAFE and SAFE-T instruments should be classified as liabilities based on evaluating the characteristics of the instruments, which contained both debt and equity-like features. The SAFE notes mature between May 2024 and June 2025. The SAFE-T instrument matured in July 2019, but the holder has elected not to effect an equity conversion of the instrument. Subsequent changes in the fair value of the SAFE and SAFE-T notes are recorded as part of changes in fair value of financial instruments carried at fair value, net within the Consolidated Statements of Operations.

Each of the SAFE notes previously converted into shares of the Company’s common stock, concurrent with the Company's listing on the NYSE (see Note 12, Fair Value Measurements).

Fair value of SAFE and SAFE-T notes (in thousands):

 

 

 

Fair Value at

 

 

 

December 31, 2024

 

 

December 31, 2023

 

SAFE-T

 

 

13

 

 

 

25

 

Total

 

$

13

 

 

$

25

 

Less: SAFE notes at fair value, current

 

 

(13

)

 

 

(25

)

SAFE notes at fair value, long term

 

$

—

 

 

$

—

 

 

On January 31, 2023, the Company entered into a SAFE note whereby the Company agreed to sell an investor up to a number of shares of the Company’s common stock having an aggregate value of $0.3 million in exchange for cash received in 2023. The resulting conversion prices were based on a contractually defined discount of 20% of the per share consideration payable to shareholders of the Company’s common stock, in the event of a change in control or qualified financing, and a 35% discount to the price per share of common shares issued in the event of a de-SPAC transaction, IPO, or direct listing.

On June 15, 2023, the Company entered into a SAFE note with LamJam LLC (“LamJam”), a related party, for $6.9 million, in consideration of the cancellation of a $3.47 million promissory note, including principal and interest, payable by the Company to LamVen LLC (“LamVen”), a related party of LamJam, and $3.47 million received in cash from LamJam. The resulting conversion prices were based on a contractually defined discount of 20% of the per share consideration payable to shareholders of the Company’s common stock, in the event of a change in control or qualified financing, and a 35% discount to the price per share of common shares issued in the event of a de-SPAC transaction, IPO, or direct listing.

On June 26, 2023, the Company entered into an agreement with holders of the SAFE notes to transfer all of Surf Air’s rights, interests, and obligations under the SAFE notes to the Company upon the merger of Surf Air into a subsidiary of the Company, which occurred on July 21, 2023.

On July 27, 2023, concurrent with the first day of listing of the Company’s common stock, the Company issued 2,480,765 shares of common stock in satisfaction of $56.4 million of outstanding principal on SAFE notes. Share settlements were based on the contractual 35% discount to the $35.00 per share opening price on the first day of listing of the Company’s common shares.
v3.25.1
Share Purchase Agreement, GEM Purchase, and Mandatory Convertible Security
 12 Months Ended
Dec. 31, 2024
Share Purchase Agreement [Abstract]  
Share Purchase Agreement, GEM Purchase, and Mandatory Convertible Security

Note 12. Share Purchase Agreement, GEM Purchase, and Mandatory Convertible Security

Share Purchase Agreement

During 2020, the Company entered into a Share Purchase Agreement (“SPA”) with GEM Global Yield LLC SCS (“GEM”) and an entity affiliated with GEM to provide incremental financing in the event the Company completed a business combination transaction with a SPAC, IPO, or direct listing. On May 17, 2022, February 8, 2023, and September 18, 2023, the SPA was amended to increase the maximum aggregate shares of the Company’s common stock that may be required to be purchased by GEM from $200 million to $400.0 million (the “Aggregate Limit”) and amend the commitment fee required under the SPA from $4 million to 571,429 shares of the Company’s common stock. Pursuant to the amended and restated SPA, and subject to the satisfaction of certain conditions, the Company will have the right from time to time at its option to direct GEM to purchase up to the Aggregate Limit of shares of the Company’s common stock over the term of the amended and restated SPA. Upon its public listing, the Company may request GEM to provide advances under the SPA in an aggregate amount of up to $100.0 million, provided that individual advances are not to exceed $25.0 million each, with the first advance not to exceed $7.5 million. Each advance will reduce the amount that the Company can request for future purchases under the SPA. On September 29, 2023, the Company received its first advance under the SPA in the amount of $4.5 million, on a total request of $7.5 million, with the remaining $3.0 million being received on October 3, 2023. Concurrent with the

receipt of funds, the Company issued 571,429 shares of its common stock to GEM in full satisfaction of the commitment fee. Following an advance or draw, the number of shares to be transferred to GEM will be based on an average of the volume-weighted average trading price of the Company’s common stock over a period of fifteen trading days following the receipt of an advance, subject to a 15 day extension in certain circumstances. This average price will be subject to a contractual discount of 10%. Additionally, contractual provisions within the SPA provide that in no event may GEM receive a share issuance, from a draw under the SPA, that would raise their share ownership percentage above 10% of the Company. This provision may impact the Company’s ability to request additional purchases under the SPA.

On June 15, 2023, July 21, 2023, and July 24, 2023, the SPA was further amended to modify the number of shares of the Company’s common stock to be issued to GEM at the time of a public listing transaction of the Company from an amount equal to 0.75% of the Company’s fully-diluted shares of common stock outstanding to a fixed 185,714 shares of the Company’s common stock. The amendments to the SPA also modified certain registration requirements whereby the Company was obligated to file a re-sale registration statement within 5 business days of the Company’s public listing. On July 27, 2023, concurrent with the Company’s direct listing, the Company issued 185,714 shares of the Company’s common stock to GEM in full satisfaction of this provision. Pursuant to GEM’s associated registration rights, the Company filed a re-sale registration statement, covering the 185,714 shares, on August 2, 2023, which was declared effective by the SEC on September 28, 2023.

The Company has accounted for the shares issuance contracts under the SPA, as amended, as derivative financial instruments which are recorded at fair value within Other long-term liabilities on the Consolidated Balance Sheets. During the year ended December 31, 2024, the Company settled $2.5 million in advances received from GEM through the issuance of 1,311,235 shares of the Company’s common stock. The Company also received total proceeds of $1.4 million during the year ended December 31, 2024, through draws under the SPA. This resulted in the issuance of 236,535 shares of the Company’s common stock. Additionally, liabilities related to advances received under the SPA prior to March 1, 2024 were reclassified as part of the Mandatory Convertible Security, as discussed below.

As a result of this activity, the fair value of the GEM liability was $0 and $11.3 million as of December 31, 2024 and December 31, 2023, respectively. Changes in fair value were recorded in Changes in fair value of financial instruments carried at fair value, net on the Consolidated Statements of Operations.

GEM Purchase

On June 15, 2023, and amended on July 21, 2023, and July 24, 2023, the Company and GEM entered into the SPA whereby GEM would purchase 142,857 shares of the Company’s common stock for cash consideration of $25.0 million upon the successful public listing of the Company’s shares. Under the terms of the agreement, the Company is obligated to file a re-sale registration statement, covering the 142,857 shares issued, within five business days of the Company’s public listing. On July 27, 2023, concurrent with the Company’s direct listing, the Company received the $25.0 million cash consideration contemplated in the SPA, in exchange for the issuance of 142,857 shares of the Company’s common stock. Pursuant to the associated registration rights, the Company filed a re-sale registration statement, covering the 142,857 shares, on August 2, 2023, which was declared effective by the SEC on September 28, 2023.

GEM Mandatory Convertible Security

On March 1, 2024, Company entered into a mandatory convertible security purchase agreement (the “MCSPA”) with GEM. Pursuant to the MCSPA, the Company has agreed to issue and sell to GEM, and GEM has agreed to purchase from the Company, a mandatory convertible security with a par amount of up to $35,200,000 (the “Mandatory Convertible Security”), which shall be convertible into a maximum of 1,142,857 shares of the Company’s common stock, par value $0.0001 per share, subject to adjustment as described in the MCSPA.

The Company issued the Mandatory Convertible Security on August 7, 2024 (the “Closing Date”). The Mandatory Convertible Security will mature on August 7, 2029 (the “Maturity Date”), unless earlier converted or redeemed pursuant to the terms set forth in the Mandatory Convertible Security. As partial consideration for GEM’s purchase of the Mandatory Convertible Security, GEM delivered to the Company 900,000 shares of the Company’s common stock. In addition, the MCSPA restored the number of shares of the Company’s common stock that may be required to be purchased by GEM under the SPA to $300.0 million and $100.0 million of advances, thus restoring the maximum aggregate shares of the Company’s common stock that may be required to be purchased by GEM to $400.0 million The respective formulas that the Company and GEM used to determine the par amount of the Mandatory Convertible Security and the consideration for GEM’s purchase of the Mandatory Convertible Security are each set forth in the MCSPA.

On the Maturity Date, the Company will pay to GEM, at the Company’s option, cash or shares of the Company’s common stock in an amount equal to the then outstanding par amount of the Mandatory Convertible Security divided by the lesser of (a) $31.15 (the

“Fixed Conversion Price”) and (b) the average of the five lowest volume-weighted average prices per share for the Company’s common stock trading on the NYSE during the 30 trading days immediately preceding the Maturity Date (the “Floating Conversion Price”).

Prior to the Maturity Date, GEM will have the option to convert any portion of the Mandatory Convertible Security into shares of the Company’s common stock at a conversion rate equal to the portion of the par amount to be converted into shares of the Company’s common stock divided by the lesser of (a) the Fixed Conversion Price and (b) the Floating Conversion Price. If, following the conversion by GEM of any portion of the Mandatory Convertible Security into 1,142,857 shares of the Company’s common stock at any time prior to the Maturity Date, any par amount of the Mandatory Convertible Security remains outstanding, the Company will have the option to (x) increase the maximum number of shares of the Company’s common stock into which the Mandatory Convertible Security may convert, with such increase to be at the Company’s sole discretion, (y) pay to GEM an amount in cash equal to 115% of the remaining outstanding par amount or (z) increase the remaining outstanding par amount by 15% of the amount outstanding immediately after issuance of the 1,142,857 shares of the Company’s common stock. GEM may not convert any portion of the Mandatory Convertible Security into shares of the Company’s common stock to the extent that GEM (together with its affiliates and any other parties whose holdings would be aggregated with those of GEM for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended) would beneficially own more than 4.99% of the shares of the Company’s common stock outstanding after such conversion; provided, however, that GEM may increase or decrease such maximum limitation percentage to not more than 9.99% upon 61 days’ notice to the Company.

The Company may, at its option, redeem the Mandatory Convertible Security, in whole or in part, in cash at a price equal to 115% of the outstanding par amount to be redeemed.

Pursuant to the terms of the MCSPA and the Mandatory Convertible Security, GEM has agreed that, beginning March 1, 2024 and for so long as any shares of the Company’s common stock are beneficially owned by GEM (together with its affiliates and any entity managed by GEM, the “GEM Entities”), the GEM Entities will limit the daily volume of sales of shares of the Company’s common stock then beneficially owned by the GEM Entities to no more than 1/10th of the daily trading volume of shares of the Company’s common stock on the NYSE on the trading day immediately preceding the applicable date of such sales.

During the year ended December 31, 2024, GEM converted $1.6 million of the par amount of the Mandatory Convertible Security, through the issuance of 1,142,857 shares of the Company’s common stock. Following the conversion of the maximum number of shares allowed under the terms of the Mandatory Convertible Security, the Company informed GEM of its intention to increase the remaining par amount by 15% of the amount outstanding immediately after issuance of the maximum conversion amount,

A liability of $16.4 million associated with the Mandatory Convertible Security was recorded as of the Closing Date. The fair value of the liability was estimated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the Company will not be able to satisfy the liability through the issuance of shares of common stock and taking into account the value of the consideration transferred to the Company upon closing of the MCSPA. This was inclusive of the value of the shares returned to the Company and the cancellation of the share transfers due in settlement of the GEM derivative liability (see Note 13. Fair Value Measurements). For the year ended December 31, 2024, the Company recorded a change in fair value of $11.7 million related to the Mandatory Convertible Security, resulting in a liability of $23.2 million as of December 31, 2024, which was included as part of other long-term liabilities within the Consolidated Balance Sheets. Significant inputs in determining period end fair values of the Mandatory Convertible Security are as follows:

 

 

 

August 7, 2024

 

 

December 31, 2024

 

Par amount

 

 

35,200

 

 

 

38,615

 

Probability of default

 

 

15.8

%

 

 

—

%

Expected volatility

 

 

130.6

%

 

 

155.7

%

Discount rate

 

 

3.8

%

 

 

4.3

%

Share price

 

$

1.995

 

 

$

5.390

 
v3.25.1
Fair Value Measurements
 12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements

Note 13. Fair Value Measurements

The fair values of the convertible notes, SAFE instruments, preferred stock warrant liabilities, and derivative liability were based on the estimated values of the notes, SAFE instruments, warrants, and derivatives upon conversion including adjustments to the conversion rates, which were probability weighted associated with certain events, such as a sale of the Company or the Company becoming a public company. The estimated fair values of these financial liabilities were determined utilizing the Probability-Weighted Expected Return Method and is considered a Level 3 fair value measurement.

Assets and liabilities are classified in the hierarchy based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.

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):

 

 

 

Fair Value Measurements at December 31, 2024 Using:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Convertible notes at fair value

 

$

-

 

 

$

-

 

 

$

7,347

 

 

$

7,347

 

SAFE notes at fair value

 

 

—

 

 

 

—

 

 

 

13

 

 

 

13

 

LamVen Note

 

 

—

 

 

 

—

 

 

 

50,000

 

 

 

50,000

 

Mandatory Convertible Security

 

 

—

 

 

 

—

 

 

 

23,221

 

 

 

23,221

 

Total financial liabilities

 

$

—

 

 

$

—

 

 

$

80,581

 

 

$

80,581

 

 

 

 

Fair Value Measurements at December 31, 2023 Using:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Convertible notes at fair value

 

$

-

 

 

$

-

 

 

$

7,715

 

 

$

7,715

 

SAFE notes at fair value

 

 

—

 

 

 

—

 

 

 

25

 

 

 

25

 

GEM derivative liability

 

 

—

 

 

 

—

 

 

 

11,333

 

 

 

11,333

 

Total financial liabilities

 

$

—

 

 

$

—

 

 

$

19,073

 

 

$

19,073

 

 

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):

 

 

 

Convertible Notes at Fair Value

 

 

SAFE Notes

 

 

LamVen Note

 

 

Mandatory Convertible Security

 

 

GEM Derivative Liability

 

Balance at December 31, 2023

 

$

7,715

 

 

$

25

 

 

$

—

 

 

$

—

 

 

$

11,333

 

Advances received on share purchase agreement

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,500

 

Draws on share purchase agreement

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,393

 

LamVen Note exchange

 

 

—

 

 

 

—

 

 

 

50,000

 

 

 

—

 

 

 

—

 

Borrowings on convertible notes

 

 

34

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Settlement in common shares

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(1,621

)

 

 

(4,326

)

Change in fair value

 

 

(402

)

 

 

(12

)

 

 

—

 

 

 

11,713

 

 

 

433

 

Issuance of Mandatory Convertible Security

 

 

—

 

 

 

—

 

 

 

—

 

 

 

13,129

 

 

 

(11,333

)

Balance at December 31, 2024

 

$

7,347

 

 

$

13

 

 

$

50,000

 

 

$

23,221

 

 

$

—

 

 

Long-Term Debt

The carrying amounts and fair values of the Company’s long-term debt obligations were as follows:

 

 

 

As of December 31, 2024

 

 

As of December 31, 2023

 

 

 

Carrying Amount

 

Fair Value

 

 

Carrying Amount

 

Fair Value

 

Long-term debt, including current maturities

 

$

64,593

 

$

64,707

 

 

$

25,794

 

$

26,036

 

 

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.
v3.25.1
Warrants
 12 Months Ended
Dec. 31, 2024
Warrants and Rights Note Disclosure [Abstract]  
Warrants

Note 14. Warrants

Preferred Share Warrants

There were no preferred share warrants issued in the year ended December 31, 2024. Previously issued convertible preferred share warrants totalled 805,823 shares of Class B-2 preferred warrants; 410,123 shares of Class B-3 preferred warrants; and 1,493,015 shares of Class B-4 preferred warrants. On July 21, 2023, as a condition of the Internal Reorganization, all preferred share warrants were converted into 17,276 warrants for the purchase of the Company’s common stock. The exercise price for all warrants is $267.61 per share.

Ordinary Share Warrants

Prior to the Internal Reorganization, ordinary share warrants were issued by Surf Air in connection with debt and equity capital raising transactions, as well as part of debt restructuring activities. The warrants were exercisable at any time, or from time to time, in whole or in part at any time on or prior to the expiration date, which was seven to ten years from the issuance date. The warrants terminated on the earlier of the expiration date or change in control upon the effectiveness of the Company’s registration statement or upon the closing of a deemed liquidation event. If there was no change in control, the warrants without a stated expiration date would never expire. On July 21, 2023, Surf Air merged into a subsidiary of the Company as part of an Internal Reorganization. The change in control resulted in all outstanding ordinary share warrants being re-issued into warrants to purchase shares of the Company’s common stock.

During the year ended December 31, 2023, the Company issued a total of 20,487 ordinary warrants due to the conversion of amounts due under the 2017 Convertible Notes (See Note 11, Financing Arrangements). Prior to the Company’s direct listing on the NYSE on July 27, 2023, ordinary warrant holders exercised all then outstanding ordinary share warrants, with exercise prices ranging from $1.54 to $32.90 per share, on a combination of cash-based and cashless exercises. This resulted in the issuance of 672,509 shares of common stock for total proceeds of $128 thousand.
v3.25.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 15. Commitments and Contingencies

Software License Agreements

On May 18, 2021, the Company executed two agreements with Palantir Technologies Inc. to license a suite of software for the term of seven years commencing on the effective date. The agreements identify two phases where Palantir provides services to customize the software: an Initial Term from May 18, 2021 through June 30, 2023 with a cost of $11.0 million and an Enterprise Term from July 1, 2023 to May 7, 2028 with a cost of $39.0 million, for a total cost of $50.0 million. As of December 31, 2024 and December 31, 2023, the Company capitalized $3.1 million and $2.5 million, respectively, related to the software that Palantir has provided to the Company. During the year ended December 31, 2024, the Company settled $9.6 million in outstanding payables to Palantir through the issuance of 2,990,386 shares of the Company's common stock. As of December 31, 2024, the Company had $27.4 million in remaining commitments under this agreement.

Licensing, Exclusivity and Aircraft Purchase Arrangements

Textron Agreement

On September 15, 2022, the Company entered into agreements with Textron Aviation Inc. and one of its affiliates (collectively, “TAI”), for engineering services and licensing, sales and marketing, and aircraft purchases, which became effective as of the Company’s direct listing on July 27, 2023 (“TAI Effective Date”).

The engineering services and licensing agreement provides, among other things, that TAI will provide the Company with certain services in furtherance of development of an electrified powertrain technology (the “SAM System”). The engineering agreement requires payment by the Company as such services are provided by TAI. Under this agreement, the Company agrees to meet certain development milestones by specified dates, including issuance of a supplemental type certificate by the Federal Aviation Administration (“FAA”). Should the Company fail to meet certain development milestones, TAI has the right to terminate the collaboration agreement. The Company is currently complying with necessary development milestones under this agreement.

The licensing agreement grants the Company a nonexclusive license to certain technical information and intellectual property for the purpose of developing an electrified propulsion system for the Cessna Caravan aircraft, and to assist in obtaining STC from the FAA, including any foreign validation by any other aviation authority, for electrified propulsion upfits/retrofits of the Cessna Caravan aircraft. The licensing agreement provides for payment by the Company of license fees aggregating $60.0 million over a multi-year period, with

an initial $12.5 million in deposits being made as of December 31, 2023. The $12.5 million of deposits were recorded to technology and development expenses within the Company’s consolidated statements of operations during the fourth quarter of 2023. During the year ended December 31, 2024, the Company and TAI agreed to apply a previous deposit under the aircraft purchase agreement to amounts due under the licensing agreement. Remaining payments due under the initial license fees of $9.5 million are due in 2025. The remaining $35 million of payments under the licensing agreement will be due, via annual payments, following the Company’s receipt of the STC, which the company continues to actively pursue.

Under the sales and marketing agreement, the parties agreed to develop marketing, promotional and sales strategies for the specifically configured Cessna Grand Caravans and further agreed to: (a) include Cessna Grand Caravans fitted with the SAM System (the “SAM Aircraft”) in sales and marketing materials (print and digital) distributed to authorized dealers, (b) prominently display the SAM Aircraft on their respective websites and social media, (c) include representatives of the Company and TAI at trade show booths, (d) market the SAM Aircraft and conversions to SAM Aircraft to all owners of pre-owned Cessna Grand Caravans, and (e) not advertise or offer any third-party-developed electrified variants of the Cessna Grand Caravan. Certain technologies for aircraft propulsion are specifically carved out from TAI’s agreement to exclusively promote the SAM System for Cessna Grand Caravans. The sales and marketing agreement provides for payment by the Company of exclusivity fees aggregating $40.0 million, with certain amounts deferred such that the aggregate fee is payable over four years commencing on the earlier of the year after the Company obtains an STC for the SAM System on the Cessna Grand Caravan or the 5th anniversary of the TAI Effective Date. The Company’s obligation to pay exclusivity fees in any year may be offset, in whole or in part, based on the achievement of certain sales milestones of SAM Aircraft and Cessna Grand Caravans subsequently converted to a SAM System.

Under the aircraft purchase agreement, the Company may purchase from TAI 90 specifically configured Cessna Caravans at prevailing market rates whereby the aggregate purchase price could be approximately $297.0 million, with an option to purchase an additional 26 specifically configured Cessna Caravans having an aggregate purchase price in excess of $85.8 million, over the course of 7 years. The final price to be paid by the Company will be dependent upon a number of factors, including the final specifications of such aircraft and any price escalations. During the year ended December 31, 2024, the Company and TAI agreed to apply a previous deposit under the aircraft purchase agreement to amounts due under the licensing agreement. As of December 31, 2024, the Company has made deposits of $2.0 million under this agreement, with the Company being required to make an additional deposits of $8.0 million during 2025. The Company accepted delivery of four aircraft under the aircraft purchase agreement during 2024.

Jetstream Agreement

On October 10, 2022, the Company and Jetstream Aviation Capital, LLC (“Jetstream”) entered into an agreement (the “Jetstream Agreement”) that provides for a sale and/or assignment of purchase rights of aircraft from the Company to Jetstream and the leaseback of such aircraft from Jetstream to the Company within a maximum aggregate purchase amount of $450.0 million, including a $120.0 million total minimum usage obligation by the Company. The Jetstream Agreement may be terminated: (i) upon a termination notice by either party in the event that a material adverse change in the business of the other party is not resolved within 30 days of such notice; and (ii) as mutually agreed in writing by the parties. No transactions have been executed under this agreement as of December 31, 2024.

Palantir Joint Venture

On August 9, 2024, the Company entered into a joint venture agreement (the “JV Agreement”) with Palantir. Pursuant to the JV Agreement, the Company expects to establish Surf Air Technologies LLC (“Surf Air Technologies”), a subsidiary of the Company, in order to help develop, market, sell, maintain, and support an artificial intelligence-powered software platform for the advanced air mobility industry, which is expected to be powered by Palantir, to provide operators of all types of aircraft, amongst other software products and solutions, with systems for the management of planes, airline operations, and customer facing applications (the “Software Platform”).

The JV Agreement provides that the Company will assign certain agreements regarding subscription access to certain of Palantir’s proprietary commercial software platforms (the “Palantir Platforms”) to Surf Air Technologies. The Company has agreed to contribute the software and intellectual property the Company has developed relating to the Software Platform; the data and know-how from its operations on an ongoing basis to support the development, maintenance, support, and operation of the Software Platform; and the employees and contractors directly involved in developing the Software Platform. Palantir has agreed to contribute a service contract to provide implementation engineering services in support of Surf Air Technologies’ use of the Palantir Platforms, which may include its interface to Software Platform. Surf Air Technologies is also expected to be capitalized by outside third-party investors sourced by the Company and Palantir, with an initial target raise of not less than $5 million.

The closing of the JV Agreement is anticipated to occur no later than May 31, 2025 and is subject to certain customary conditions, including the following: establishment of Surf Air Technologies as a Delaware limited liability company, signing of an operating

agreement, contributions by each party to Surf Air Technologies, the securing and funding of outside capital, and receipt of internal approvals by the Company and Palantir.

Under the JV Agreement, the Company is expected to be entitled to designate four of the five members of the board of directors of Surf Air Technologies and Palantir is entitled to designate one board member. The JV Agreement also provides that the Company will be primarily responsible for oversight of Surf Air Technologies and shall designate the Chair of the board of directors, the legal representative, and the General Manager of Surf Air Technologies.

The JV Agreement also provides that the Company and Palantir have certain rights in connection with Surf Air Technologies, including pre-emptive rights if Surf Air Technologies proposes to increase its registered capital, a right of first refusal to purchase equity in Surf Air Technologies that the other party may propose to transfer to a third party, the Company’s right to buy out Palantir’s stake in Surf Air Technologies, Palantir’s right to exchange shares in the Company for equity in Surf Air Technologies, and the right to purchase all of the other party’s equity in the event of bankruptcy of the other party.

Business Combination Agreements

On May 17, 2022, the Company entered into a business combination agreement (the “Merger Agreement”) with Tuscan Holdings Corp II (“Tuscan”). On November 14, 2022, the Company and Tuscan mutually terminated the Merger Agreement. Pursuant to the terms of the mutually terminated Merger Agreement, the Company was obligated to issue to Tuscan 90,714 shares of the Company’s common stock or a combination of 85,714 shares of the Company’s common stock and $0.7 million in cash upon a triggering event, which was defined as a direct listing, IPO or a business combination with a special purpose acquisition corporation (“SPAC”).

On July 27, 2023, concurrent with the first day of listing of the Company’s common stock, the Company issued 90,714 shares of common stock to Tuscan in satisfaction of the terms of the mutually terminated Merger Agreement. Based on the $35.00 opening price of the Company’s common stock, such shares have resulted in $3.2 million of contract termination expense, included as part of other expense in the Company’s Consolidated Statement of Operations for the year ended December 31, 2023.

Guarantees

The Company indemnifies its officers and directors for certain events or occurrences arising as a result of the officer or director serving in such capacity. The term of the indemnification period is for the officer or director’s lifetime. The maximum potential future amount the Company could be required to pay under these indemnification agreements is unlimited. The Company believes its insurance would cover any liability that may arise from the acts of its officers and directors and as of December 31, 2024 the Company is not aware of any pending claims or liabilities.

The Company enters into indemnification provisions under agreements with other parties in the ordinary course of business, typically with business partners, contractors, customers, landlords and investors. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of its activities or, in some cases, as a result of the indemnified party’s activities under the agreement. These indemnification provisions sometimes include indemnifications relating to representations the Company has made with regards to intellectual property rights. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential future amount the Company could be required to pay under these indemnification provisions is unlimited.

Legal Contingencies

In 2017, the Company acquired Rise U.S. Holdings, LLC (“Rise”). Prior to the close of the acquisition, Rise Alpha, LLC and Rise Management, LLC (both of which are wholly-owned subsidiaries of Rise and hereinafter referred to as the “Rise Parties”), were served with a petition for judgment by Menagerie Enterprises, Inc. (“Monarch Air”), relating to breach of contract for failure to pay Monarch Air pursuant to the terms and conditions of a flight services agreement with Monarch Air, which occurred prior to the Company’s acquisition of Rise. The Rise Parties filed numerous counterclaims against Monarch Air, including fraud, breach of contract and breach of fiduciary duty. Rise, a subsidiary of the Company, was named as a party in the lawsuit. During 2018 and 2019, certain summary judgments were granted in favor of Monarch Air.

On November 8, 2021, the Rise Parties entered into a final judgment in respect of litigation to finally resolve all claims raised by Monarch Air and 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 approximately $0.003 million. Since then, Monarch Air has been conducting post-judgment discovery. The full settlement had been accrued within Accrued expenses and other current liabilities on the Consolidated Balance Sheets by the Company as of December 31, 2024 and December 31, 2023.

The Company is also a party to various other claims and matters of litigation incidental to the normal course of its business, none of which were considered to have a potential material impact as of December 31, 2024. However, the resolution of, or increase in any accruals for, one or more matters may have a material adverse effect on the Company’s results of operations and cash flows.

FAA Matters

Our operations are highly regulated by several U.S. government agencies, including the U.S. DOT, the FAA and the Transportation Security Administration. Requirements imposed by these regulators (and others) may restrict the ways we may conduct our business, as well as the operations of our third-party aircraft operator customers. Failure to comply with such requirements may result in fines and other enforcement actions by the regulators.

On February 23, 2024, the FAA notified the Company that it was seeking a proposed civil penalty of $0.3 million against the Company for alleged non-compliance with respect to certain regulatory requirements relating to flight officer certifications and required competence checks for flights flown during the fourth quarter of 2022. In December 2024, the Company reached a settlement in the amount of $88 thousand for full resolution of this matter.

On October 17, 2023, the Company received a letter of intent from the FAA regarding an investigation into the Company’s Hawaii operations, whereby the Company is alleged to have operated flights beyond their required maintenance intervals during the fourth quarter of 2023. Each violation was subject to a civil penalty not to exceed $14,950 per flight. In May 2024, the Company reached a settlement in the amount of $16 thousand for full resolution of this matter.

Tax Commitment

On May 15, 2018, the Company received notice of a tax lien filing from the 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 (“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’s total outstanding federal excise tax liability, including accrued penalties and interest, is recorded in Accrued expenses and other current liabilities on the Consolidated Balance Sheets and is in the amount of $7.7 million and $7.6 million as of December 31, 2024 and December 31, 2023, respectively. In June 2024, the Company submitted a formal offer-in-compromise (“OIC”) to the IRS, seeking to resolve all consolidated excise tax liabilities. Under the terms of the OIC, all collection actions against the Company, in relation to these matters, were abated and the Company made $34 thousand monthly payments on historical excise tax liabilities through November 2024. In December 2024, the Company received notice from the IRS that the OIC had been rejected. The Company will continue to explore available options regarding settlement of its federal excise tax liability, including the submission of additional OICs.

During 2018, the Company 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 $1.6 million and $1.9 million as of December 31, 2024 and December 31, 2023, respectively.

v3.25.1
Disaggregated Revenue
 12 Months Ended
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]  
Disaggregated Revenue

Note 16. Disaggregated Revenue

The disaggregated revenue for the years ended December 31, 2024 and 2023 were as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Scheduled

 

$

90,735

 

 

$

39,397

 

On-Demand

 

$

28,690

 

 

 

21,108

 

Total revenue

 

$

119,425

 

 

$

60,505

 

 

The long-term performance obligations for contractually committed revenues, all of which is related to on-demand revenue, is recorded in Other long-term liabilities as of December 31, 2024, and December 31, 2023 in the amount of $0 and $2.7 million, respectively.

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Deferred revenue, beginning of period

 

$

21,725

 

 

$

9,568

 

Acquired deferred revenue

 

 

—

 

 

 

7,329

 

Revenue deferred

 

 

62,546

 

 

 

45,712

 

Revenue recognized

 

 

(66,878

)

 

 

(40,884

)

Deferred revenue, end of period

 

$

17,393

 

 

$

21,725

 

Deferred revenue principally represents tickets sold for future travel on the Company’s flights. The balance fluctuates with seasonal travel patterns. The contract duration of passenger tickets is generally one to two years. Accordingly, any revenue associated with tickets sold for future travel will be recognized within 12-24 months. For 2024, $15.5 million of revenue was recognized in passenger revenue that was included in our deferred revenue liability at December 31, 2023. For 2023, $7.6 million of revenue was recognized in passenger revenue that was included in our deferred revenue liability at December 31, 2022.
v3.25.1
Redeemable Convertible Preferred Shares and Convertible Preferred Shares
 12 Months Ended
Dec. 31, 2024
Redeemable Convertible Preferred Shares and Convertible Preferred Shares [Abstract]  
Redeemable Convertible Preferred Shares and Convertible Preferred Shares

Note 17. Redeemable Convertible Preferred Shares and Convertible Preferred Shares

Redeemable Convertible Preferred Shares

On June 2, 2023, the Company received $3.0 million cash from an existing investor in connection with the issuance of 5,665,722 shares of Class B-6a redeemable convertible preferred shares.

In connection with the Internal Reorganization, on July 21, 2023, 234,856,003 redeemable convertible preferred shares were cancelled and re-issued into 1,497,797 shares of the Company's common stock.

Class B-6s Convertible Preferred Shares

On June 15, 2023, the Company converted the LamJam term notes in the amount of $5.3 million into 9,932,241 Class B-6s convertible preferred shares (see Note 21, Related Party Balances and Transactions).

On June 30, 2023, the Company awarded 1,921,778 Class B-6s convertible preferred shares to prior employees and service providers in connection with past services provided. The Company recorded $0.9 million of stock-based compensation expense for the issuance of these awards.

In June 2023, the Company settled outstanding debt of $0.2 million with 486,402 shares of Class B-6s convertible preferred shares.

In connection with the Internal Reorganization, on July 21, 2023, 83,819,163 Class B-6s convertible preferred shares were cancelled and re-issued into 534,558 shares of the Company's common stock.

There were no redeemable convertible preferred shares authorized, issued, or outstanding as of December 31, 2024 and December 31, 2023.
v3.25.1
Stock-Based Compensation
 12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

Note 18. Stock-Based Compensation

2023 Equity Incentive Plan

On July 27, 2023, concurrent with the Company’s direct listing, the Company’s board of directors adopted the 2023 Equity Incentive Plan (the “2023 Plan”). A total of 1,071,429 shares of the Company’s common stock were initially authorized for issuance with respect to awards granted under the 2023 Plan. In addition, the shares authorized for grant will automatically increase on the first trading day in January of each year (commencing with 2024) by an amount equal to the lesser of (1) 5.0% of the total number of our outstanding shares on the last trading day in December in the prior year, or (2) such number as determined by our board of directors. Any shares subject to awards that are not paid, delivered or exercised before they expire or are canceled or terminated, fail to vest, as well as shares used to pay the purchase or exercise price of awards or related tax withholding obligations, will become available for other award grants under the 2023 Plan. Shares subject to outstanding awards granted under the 2016 Plan that are not paid, delivered or exercised before they expire or are canceled or terminated will be available for award grants under the 2023 Plan.

Awards under the 2023 Plan may be in the form of incentive or nonqualified stock options, stock appreciation rights, stock bonuses, restricted stock, stock units and other forms of awards including cash awards.

The Company issues shares of common stock upon the vesting and settlement of RSUs and upon the exercises of stock options under the 2023 Plan. The 2023 Plan is administered by the Company’s board of directors, or a duly authorized committee of the Company’s board of directors.

2016 Equity Incentive Plan

Prior to the Company’s direct listing, the Company granted stock options, RSUs, RSPAs, and restricted share grant agreements (“RSGAs”) to its employees, as well as nonemployees (including directors and others who provide substantial services to the Company) under the Company’s 2016 Equity Incentive Plan (the “2016 Plan”). Concurrent with the Internal Reorganization, all rights under previously granted RSPAs and RSGAs were converted into shares of the Company’s common stock, at a ratio of 22.4 RSPA/ RSGA to 1 share of the Company's common stock, with the Company retaining certain rights of repurchase with respect to unvested RSPAs to coincide with grant-date service-conditions. Additionally, based on the original terms of the underlying awards, all RSUs granted under the 2016 Plan fully vested as of July 27, 2023.

No further stock awards will be granted under the 2016 Plan now that the 2023 Plan is effective; however, awards outstanding under the 2016 Plan will continue to be governed by their existing terms.

2023 Employee Stock Purchase Plan

In conjunction with the Company’s direct listing, the Company’s board of directors adopted, and the Company’s stockholders approved, the Company’s 2023 employee stock purchase plan (the “ESPP”). The Company’s ESPP initially authorizes the issuance of 114,285 shares of the Company’s common stock under purchase rights granted to the Company’s employees or to the employees of any of its designated affiliates. The number of shares of the Company’s common stock reserved for issuance will automatically increase on January 1 of each year for a period of 10 years, beginning January 1, 2024, by the lesser of (i) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding year; and (ii) 114,285 shares, except before the date of any such increase, the Company’s board of directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii).

As of December 31, 2024, there had been no offering period or purchase period under the ESPP, and no such period will begin unless and until determined by the administrator, which is the Company’s board of directors or a duly authorized committee of the Company’s board of directors.

Management Incentive Bonus Plan

In conjunction with the Southern Acquisition, the Company adopted the Southern Management Incentive Bonus Plan (the “Incentive Bonus Plan”). The Incentive Bonus Plan provides select employees, consultants and service providers of the Company who were direct or indirect shareholders of Southern an incentive to contribute fully to the Company’s business achievement goals and success. The Incentive Bonus Plan provides for two tranches of bonus pools to be allocated, based on participation units, which vest, contingent upon each employee’s continued employment by the Company and the achievement of certain revenue targets. Payments of awards which might become due under the Incentive Bonus Plan may be made in cash or common stock, at the Company’s option. Any shares of common stock issued in payment of amounts due under the Incentive Bonus Plan will be charged against the share limit of the Company’s 2023 Plan. In addition, any shares which might be issued under the Incentive Bonus Plan are excluded from the Company’s common stock issued and outstanding until the satisfaction of these vesting conditions and are not considered a participating security for purposes of calculating net loss per share attributable to common stockholders.

During the year ended December 31, 2024, the Company offered the holders of the participation units underlying the Incentive Bonus Plan restricted stock units in exchange for the termination of all existing and future rights under the Incentive Bonus Plan. The offer is for a total pool of 571,429 restricted stock units in exchange for liabilities existing under the Incentive Bonus Plan. During the year ended December 31, 2024, the Company settled approximately 54% of the participation units under the Incentive Bonus Plan through the issuance of 317,663 restricted stock units, of which 158,834 were fully vested at grant and the remainder will vest twelve months from the grant date. Additionally, on December 6, 2024, the Company's board of directors, acting as “Administrator” under the Incentive Bonus Plan, determined that certain targets under the Incentive Bonus Plan were not met, and no payment is due under the terms of the plan. These actions resulted in a $32.3 million reversal of previously accrued stock-based compensation expense, which is included in general and administrative expenses in the Consolidated Statements of Operations.

The Company has recorded a net reduction of $16.6 million in stock based compensation expense related to the Incentive Bonus Plan during the year ended December 31, 2024. As of December 31, 2024, a total of $0 has been accrued under the Incentive Bonus Plan.

Stock Options

A summary of stock option activity for the year ended December 31, 2024 is set forth below:

 

 

 

Number
of Stock Options
Outstanding

 

 

Weighted Average Contractual Term (in years)

 

 

Aggregate Intrinsic Value (in thousands)

 

 

Weighted
Average
Exercise Price Per Share

 

Outstanding at December 31, 2023

 

 

229,451

 

 

 

8.04

 

 

$

687

 

 

$

28.81

 

Granted

 

 

2,467,536

 

 

 

9.43

 

 

 

1,200

 

 

 

5.87

 

Exercised

 

 

(5,379

)

 

 

—

 

 

 

—

 

 

 

3.68

 

Canceled

 

 

(2,477

)

 

 

—

 

 

 

—

 

 

 

34.16

 

Outstanding at December 31, 2024

 

 

2,689,131

 

 

 

9.21

 

 

 

1,353

 

 

 

7.80

 

Exercisable at December 31, 2024

 

 

871,317

 

 

 

7.56

 

 

 

441

 

 

 

8.16

 

During the year ended December 31, 2024, the Company granted 2,467,536 stock options for purchase of the Company’s common stock to employees, of which 25% vested on the grant date and 25% will vest upon each anniversary over the ensuing three-year period.

As of December 31, 2024, unrecognized compensation expense related to the unvested portion of the Company’s stock options was approximately $2.3 million with a weighted-average remaining vesting period of approximately 2.15 years.

The following table provides supplemental data on stock options for the years ended December 31, 2024 and 2023 (in $ thousands, except for weighted average figures):

 

 

For The Year Ended December 31,

 

 

 

2024

 

 

2023

 

Weighted average grant date fair value per option granted

 

$

1

 

 

$

8

 

Fair value of options vested

 

$

3,815

 

 

$

2,907

 

Cash from participants to exercise stock options

 

$

20

 

 

$

191

 

Intrinsic value of options exercised

 

$

5

 

 

$

41

 

The assumptions used to estimate the fair value of stock options granted during the years ended December 31, 2024 and 2023 were as follows:

 

 

 

For The Year Ended December 31,

 

 

 

2024

 

 

2023

 

Risk-free interest rate

 

3.97-4.25%

 

 

3.55%-3.74%

 

Expected term (in years)

 

3.5 - 5.8

 

 

 

5.80

 

Dividend yield

 

 

—

 

 

 

—

 

Expected volatility

 

55.69% - 59.07%

 

 

61%-155%

 

Warrants

During the year ended December 31, 2024, the Company issued 5,461,502 warrants for purchase of the Company’s common stock to non-employee consultants, of which most awards were granted fully vested in partial satisfaction of the term notes with LamVen (see Note 21, Related Party Balances and Transactions). Remaining awards will vest 25% on the grant date and 25% upon each anniversary over the ensuing three-year period or only upon the achievement of certain market-based metrics.

A summary of warrant activity for the year ended December 31, 2024 is set forth below:

 

 

 

Number of Warrants Outstanding

 

 

Weighted Average Contractual Term (in years)

 

 

Aggregate Intrinsic Value (in thousands)

 

 

Weighted
Average
Exercise Price Per Share

 

Outstanding at December 31, 2023

 

 

—

 

 

 

—

 

 

$

—

 

 

$

—

 

Granted

 

 

5,461,502

 

 

 

9.73

 

 

 

12,296

 

 

 

2.87

 

Exercised

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Canceled

 

 

(911,544

)

 

 

—

 

 

 

—

 

 

 

6.17

 

Outstanding at December 31, 2024

 

 

4,549,958

 

 

 

9.73

 

 

 

12,296

 

 

 

2.87

 

Exercisable at December 31, 2024

 

 

3,497,343

 

 

 

9.73

 

 

 

12,296

 

 

 

1.92

 

As of December 31, 2024, unrecognized compensation expense related to the unvested portion of the Company’s common stock warrants was approximately $0.6 million which is expected to be recognized over the weighted-average remaining vesting period of approximately 2.25 years.

The assumptions used to estimate the fair value of warrants granted during the year ended December 31, 2024 and 2023 and were as follows:

 

 

 

For The Year Ended December 31,

 

 

 

2024

 

 

2023

 

Risk-free interest rate

 

3.52% - 4.43%

 

 

 

—

 

Expected term (in years)

 

5.0 - 10.0

 

 

 

—

 

Dividend yield

 

 

—

 

 

 

—

 

Expected volatility

 

47% - 147%

 

 

 

—

 

Restricted Stock Units

During the year ended December 31, 2023, the Company issued 31,489 shares of common stock for total compensation expense of $0.8 million as a result of the vesting of RSUs then outstanding at the time of the Company’s direct listing.

During the year ended December 31, 2024, the Company issued 636,765 RSUs under the 2023 Plan to employees and non-employee directors, which vest upon the satisfaction of certain service periods. The fair value of these RSUs was determined based on the Company’s stock price the business day immediately preceding the grant date. The service period of these RSUs is satisfied over a range of 12 months to 2 years.

A summary of RSU activity for the year ended December 31, 2024 is set forth below:

 

 

 

Number of RSUs

 

 

Weighted
Average
Grant Date Fair Value per RSU

 

Unvested RSUs at December 31, 2023

 

 

110,438

 

 

$

20.58

 

Granted

 

 

636,765

 

 

 

3.53

 

Vested/shares issued

 

 

(430,540

)

 

 

7.10

 

Forfeited, cancelled, or expired

 

 

—

 

 

 

—

 

Unvested RSUs at December 31, 2024

 

 

316,663

 

 

$

4.52

 

 

Restricted Share Purchase Agreement

A summary of RSPA activity for the year ended December 31, 2024 is set forth below:

 

 

 

Number
of RSPA

 

 

Weighted
Average
Grant Date Fair Value per RSPA

 

Unvested RSPAs at December 31, 2023

 

 

60,377

 

 

$

29.05

 

Granted

 

 

—

 

 

 

—

 

Vested

 

 

(23,470

)

 

 

29.29

 

Forfeited

 

 

—

 

 

 

—

 

Unvested RSPAs at December 31, 2024

 

 

36,907

 

 

 

29.13

 

 

Prior to the year ended December 31, 2023, the Company issued RSPAs for cash while others were issued for promissory notes. The executed promissory note creates an option for the RSPA holder, since they will repay the loan when the fair value of the common stock is greater than the amount of the note. The promissory note contains prepayment features and therefore can be repaid at any time. The maturity date of the RSPAs is five years from the grant date. The grant date fair value is based on the terms of the promissory note, since the promissory notes creates the option value. The related expense is recorded over the service vesting terms of the RSPA.

On May 26, 2023, the Company approved the forgiveness of certain promissory notes associated with the issuance of RSPAs to executives and directors. The Company also provided cash bonuses to pay for interest and tax associated with the issuance of these shares in the amount of $0.1 million. The forgiveness of these promissory notes resulted in an immaterial additional stock-based compensation expense for the year ended December 31, 2023.

During 2020, an executive received an award of RSPAs for a promissory note which included three tranches. The first tranche was to vest based on service conditions only, and vest ratably over each continuous month of service. The second tranche became subject to service vesting after a performance condition were met. Subject to the performance vesting conditions, the awards were to vest ratably for each continuous month of service. The third tranche was to vest immediately upon satisfaction of performance conditions and market conditions such as the Company achieving a certain valuation prior to an IPO. For these awards, the repurchase option terminated upon vesting (either immediately or over a service vesting term).

Prior to the Company’s direct listing, the Company’s board of directors determined that the remaining vesting requirements applicable to previously granted executive RSPA awards had been satisfied in connection with the Company’s direct listing. This resulted in the recognition of $21.8 million in previously unrecognized stock-based compensation expense during the year ended December 31, 2023.

As of December 31, 2024, the unrecognized compensation expense related to the unvested portion of the Company’s RSPAs was $1.1 million, which is expected to be recognized over a weighted average period of 1.4 years.

Performance-Based Restricted Stock Units

In July 2023, the Company granted a total of 400,000 performance-based restricted stock units (“PRSUs”) to the Company’s founders (“Founder PRSUs”) under the 2023 Plan.

The Founder PRSUs will vest only if (i) the per-share closing price of the Company’s common stock over a period of 10 consecutive trading days within five years from the date of the Company’s direct listing is greater than $70 per share and (ii) each founder’s service to the Company, either through being an employee or non-employee consultant to the Company, or one of its subsidiaries, continues through the date such stock price goal is achieved, subject to certain conditions.

In October 2023, the Company granted 28,571 PRSUs as part of a hiring grant to an executive under the 2023 Plan. These PRSUs will vest upon the satisfaction of a service condition and the achievement of certain stock price goals. These PRSUs will vest based on the average daily closing price of the Company’s common stock on a rolling fifteen trading day basis (the “Average Closing Price”): (i) 7,143 RSUs will vest when the Average Closing Price equals or exceeds $35 per share, (ii) 10,714 RSUs will vest when the Average Closing Price equals or exceeds $70 per share, and (iii) 10,714 RSUs will vest when the Average Closing Price equals or exceeds $105 per share.

The Company estimated the grant date fair value of the PRSUs based on multiple stock price paths developed through the use of a Monte Carlo simulation model. A Monte Carlo simulation model also calculates a derived service period based on the expected time

to achieve the defined stock price target, as described above. A Monte Carlo simulation model requires the use of various assumptions, including the underlying stock price, volatility, expiration term, and the risk-free interest rate as of the valuation date, corresponding to the length of time remaining in the performance period, and expected dividend yield. The derived service period calculation also requires the cost of equity assumption to be used in the Monte Carlo simulation model. Term and volatility are typically the primary drivers of this valuation.

For Founder PRSUs, an expiration term of 5 years (as defined in the grant agreements) was utilized. A volatility of 71.0 percent was determined, based on an established peer group over the maximum term to expiration. The weighted-average grant date fair value of the Founders PRSUs was $15.82 per share. The Company will recognize total stock-based compensation expense of $6.3 million over the derived service period of 2.1 years as the founders satisfy the service-based vesting condition.

For the PRSUs granted in October 2023, an expiration term of 5 years (as defined in the grant agreements) was utilized. A volatility of 71.0 percent was determined, based on an established peer group over the maximum term to expiration. The weighted-average grant date fair value of the PRSUs was $5.67 per share for the 7,143 RSUs vesting upon an Average Closing Price equaling or exceeding $35 per share, $3.85 per share for the 10,714 RSUs vesting upon an Average Closing Price equaling or exceeding $70 per share, and $2.73 per share for the 10,714 RSUs vesting upon an Average Closing Price equaling or exceeding $105 per share. The Company will recognize total stock-based compensation expense of $0.1 million over the derived service period of 2.6 to 3.6 years as the employee satisfies the service-based vesting condition.

A summary of PRSU activity for the year ended December 31, 2024 is set forth below:

 

 

 

Number
of PRSUs

 

 

Weighted
Average
Grant Date Fair Value per PRSU

 

PRSUs at December 31, 2023

 

 

428,571

 

 

$

14.74

 

Granted

 

 

—

 

 

 

—

 

Shares issued

 

 

—

 

 

 

—

 

Forfeited, cancelled, or expired

 

 

—

 

 

 

—

 

PRSUs at December 31, 2024

 

 

428,571

 

 

$

14.74

 

The following table represents the various price targets included in the PRSU awards and the number of PRSUs that will vest upon achievement of such price targets:

 

Company Price Target

 

 

Number of PRSUs Eligible to Vest

 

$

35.00

 

 

 

7,143

 

 

70.00

 

 

 

410,714

 

 

105.00

 

 

 

10,714

 

A summary of stock-based compensation expense recognized for the years ended December 31, 2024 and December 31, 2023 is as follows (in thousands):

 

 

For The Year Ended December 31,

 

 

 

2024

 

 

2023

 

Stock Options

 

$

3,815

 

 

$

2,907

 

RSUs

 

 

2,703

 

 

 

3,230

 

RSPAs

 

 

687

 

 

 

23,287

 

PRSUs

 

 

3,083

 

 

 

1,306

 

Warrants

 

 

403

 

 

 

—

 

Management Incentive Bonus Plan

 

 

(16,667

)

 

 

16,667

 

Other

 

 

—

 

 

 

855

 

Total Stock Based Compensation

 

$

(5,976

)

 

$

48,252

 
v3.25.1
Segments
 12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Segments

Note 19. Segments

The Company and its chief operating decision maker (“CODM”), which is the Company’s chief executive officer, organize and manage the Company on a consolidated basis, and, accordingly, the Company operates as a single operating and reportable segment, namely its Air Mobility segment.

The Air Mobility segment derives revenues from two categories of services:

Scheduled Air Service - revenue from operating scheduled commercial air service flights which are sold to the public primarily on a per seat basis, and through subsidized EAS revenue awards from the Department of Transportation.

On-Demand- revenue from on-demand flights created for customers on an ad-hoc, by request basis.

The accounting policies of the Air Mobility segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance for the Air Mobility segment and decides how to allocate resources based on net loss as reported on the Consolidated Statements of Operations. The measure of segment assets is reported on the balance sheet as total consolidated assets.

In addition to consolidated financial metrics used in assessing the Air Mobility segment, the CODM also regularly reviews additional significant expense categories, which comprise cost of revenue, exclusive of depreciation and amortization within the Company’s Consolidated Statements of Operations. Such cost categories are determined to be those most relevant in providing flight services, and are aligned with cost designations measured by other carriers. All other financial statement metrics are reviewed and/or considered on a consolidated basis:

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Revenue

 

$

119,425

 

 

$

60,505

 

Operating Expenses:

 

 

 

 

 

 

Aircraft expenses

 

$

76,164

 

 

$

45,657

 

Pilot expenses

 

 

18,390

 

 

 

7,532

 

Other (1)

 

 

15,380

 

 

 

8,729

 

Cost of revenue, exclusive of depreciation and amortization

 

 

109,934

 

 

 

61,918

 

Technology and development

 

 

24,041

 

 

 

20,850

 

Sales and marketing

 

 

7,514

 

 

 

10,028

 

General and administrative

 

 

29,851

 

 

 

100,669

 

Depreciation and amortization

 

 

8,341

 

 

 

3,762

 

Impairment of goodwill

 

 

-

 

 

 

60,045

 

Total operating expenses

 

 

179,681

 

 

 

257,272

 

Operating loss

 

$

(60,256

)

 

$

(196,767

)

Other income (expense):

 

 

 

 

 

 

Changes in fair value of financial instruments carried at fair value, net

 

$

(11,732

)

 

$

(50,230

)

Interest expense

 

 

(8,617

)

 

 

(2,969

)

Gain (loss) on extinguishment of debt

 

 

5,398

 

 

 

(326

)

Other income (expense)

 

 

12

 

 

 

(3,708

)

Total other income (expense), net

 

$

(14,939

)

 

$

(57,233

)

Loss before income taxes

 

 

(75,195

)

 

 

(254,000

)

Income tax benefit

 

 

287

 

 

 

3,304

 

Net loss

 

$

(74,908

)

 

$

(250,696

)

 

(1) - Other costs of revenue are comprised of personnel costs related to customer service operations, station expenses, reservation systems and passenger re-accommodation/ re-booking on other carriers.

 

The CODM uses net loss to evaluate income (loss) generated from segment assets (return on assets) in deciding how to allocate resources. Consolidated net loss is used to monitor budget versus actual results. The monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation.

The Company does not have intra-entity sales or transfers. All of the Company’s long-lived assets are located in the United States and revenue is substantially earned from flights throughout the United States.
v3.25.1
Income Taxes
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes

Note 20. Income Taxes

Income from continuing operations before provision for income taxes for the Company's domestic and international operations was as follows (in thousands):

 

 

 

December 31,

 

 

 

2024

 

 

2023

 

Domestic

 

$

(72,132

)

 

$

(216,682

)

International

 

 

(3,063

)

 

 

(37,318

)

Loss before provision for income taxes

 

$

(75,195

)

 

$

(254,000

)

 

Significant components of the provision for income taxes consist of the following (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Current:

 

 

 

 

 

 

Federal

 

$

—

 

 

$

—

 

State

 

 

8

 

 

 

17

 

Total

 

 

8

 

 

 

17

 

Deferred:

 

 

 

 

 

 

Federal

 

 

(235

)

 

 

(2,622

)

State

 

 

(60

)

 

 

(699

)

Total

 

 

(295

)

 

 

(3,321

)

Total tax expense (benefit)

 

$

(287

)

 

$

(3,304

)

 

Income taxes in our consolidated financial statements have been calculated on a consolidated tax return basis. The following table presents the principal reasons for the difference between the effective tax rate and the federal statutory income tax rate (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Pretax loss

 

$

(15,791

)

 

 

21.00

%

 

$

(53,340

)

 

 

21.00

%

State tax benefit

 

 

(2,910

)

 

 

3.87

%

 

 

(2,132

)

 

 

0.84

%

Foreign rate differential

 

 

—

 

 

 

—

%

 

 

6,962

 

 

 

(2.74

)%

Goodwill impairment

 

 

—

 

 

 

—

%

 

 

12,395

 

 

 

(4.88

)%

Transaction costs

 

 

—

 

 

 

—

%

 

 

3,712

 

 

 

(1.46

)%

Share based compensation

 

 

592

 

 

 

(0.79

)%

 

 

5,373

 

 

 

(2.12

)%

Change in fair value of financial instruments

 

 

2,464

 

 

 

(3.28

)%

 

 

4,153

 

 

 

(1.63

)%

Permanent difference

 

 

1,422

 

 

 

(1.89

)%

 

 

4,128

 

 

 

(1.63

)%

Uncertain tax positions

 

 

1,453

 

 

 

(1.93

)%

 

 

31,855

 

 

 

(12.54

)%

Change in valuation allowance

 

 

12,483

 

 

 

(16.60

)%

 

 

(16,410

)

 

 

6.46

%

Effective income tax rate

 

$

(287

)

 

 

0.38

%

 

$

(3,304

)

 

 

1.30

%

 

 

Significant components of deferred tax assets and liabilities are as follows (in thousands):

 

 

 

As of December 31,

 

 

 

2024

 

 

2023

 

Accrued expenses and reserves

 

 

2,082

 

 

 

2,642

 

Stock compensation

 

 

1,316

 

 

 

3,518

 

Interest expense carryforward

 

 

3,229

 

 

 

1,565

 

Net operating loss carryforward

 

 

54,169

 

 

 

44,860

 

Capitalized research costs

 

 

5,102

 

 

 

2,946

 

Lease liabilities - operating leases

 

 

4,164

 

 

 

2,551

 

Deferred revenues

 

 

1,444

 

 

 

—

 

Other

 

 

156

 

 

 

—

 

Deferred Tax Assets, Gross

 

 

71,662

 

 

 

58,082

 

Valuation Allowance

 

 

(57,548

)

 

 

(45,065

)

Deferred Tax Assets, Net of Valuation Allowance

 

 

14,114

 

 

 

13,017

 

Depreciation and amortization differences

 

 

(10,302

)

 

 

(10,473

)

ROU assets - operating leases

 

 

(4,532

)

 

 

(3,404

)

Prepaid expenses

 

 

(321

)

 

 

(369

)

Other

 

 

—

 

 

 

(106

)

Total Deferred Tax Liabilities

 

 

(15,155

)

 

 

(14,352

)

Total Deferred Tax Assets (Liabilities), net

 

$

(1,041

)

 

$

(1,335

)

 

As of December 31, 2024, the Company has approximately $327.5 million of gross federal net operating loss (“NOL”) carryforwards, of which $90.5 million will begin to expire in 2030. The federal NOLs generated after 2017 can be carried forward indefinitely and be used to offset up to 80% of future taxable income. Additionally, as of December 31, 2024, the Company has approximately $306.6 million of gross state NOL carryforwards, which will begin to expire in 2027. The described carryforwards are included in the Company's calculation of its deferred tax asset; however, realization of the deferred tax asset is dependent on the Company generating sufficient taxable income prior to expiration of the NOL carryforwards. Also, utilization of the operating losses and tax credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986 under Section 382 and similar state provisions. As of December 31, 2024 and 2023, the Company recorded a valuation allowance of approximately $57.5 million and $45.1 million, respectively, on the net deferred tax assets, as management does not believe it is more likely than not that the tax assets will ultimately be realized. The valuation allowance increased by $12.5 million during the year primarily due to the increase in the Company’s net operating losses during the period.

Section 382 of the Internal Revenue Code, or Section 382, imposes limitations on a corporation's ability to utilize its NOL carryforwards, if it experiences an “ownership change” as defined. In general terms, an ownership change may result from transactions increasing the ownership percentage of certain stockholders in the stock of the corporation by more than 50% over a three-year period. In the event of an ownership change, utilization of the NOL carryforwards would be subject to an annual limitation under Section 382 determined by multiplying the value of the Company's stock at the time of the ownership change by the applicable long-term tax-exempt rate. We have not completed a Section 382 study at this time; however, should a study be completed, certain NOL carryforwards may be subject to such limitations. Any future annual limitation may result in the expiration of NOL carryforwards before utilization.

As a result of the Southern Acquisition in 2023, the Company recorded $4.7 million in acquired net deferred tax liabilities, primarily related to the excess of book basis over tax basis of the acquired intangible assets. In recording the deferred tax liability , the Company recorded a partial release of the valuation allowance on the Company's net deferred tax assets resulting in a deferred tax benefit for federal and state income taxes of $2.6 million and $0.7 million, respectively, for the year ended December 31, 2023.

ASC 740-10 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Furthermore, income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of ASC 740-10 and in subsequent periods.

The following is a tabular reconciliation of the total amount of the Company's unrecognized tax benefits for the year (in thousands):

 

 

 

2024

 

 

2023

 

Unrecognized tax benefits at January 1,

 

$

37,146

 

 

$

—

 

Additions for tax positions of prior years

 

 

1,833

 

 

 

36,857

 

Acquired tax positions

 

 

—

 

 

 

289

 

Unrecognized tax benefits at December 31,

 

$

38,979

 

 

$

37,146

 

 

As of December 31, 2024 and December 31, 2023, the Company had $39.0 million and $37.1 million of unrecognized tax benefits, respectively, none of which would result in a reduction of the Company's effective tax rate, if recognized, due to the valuation recorded within the U.S. federal and state jurisdictions. Furthermore, in the next twelve months, it is reasonably possible that the Company's unrecognized tax benefits could change due to the resolution of certain tax matters related to the substantiation of federal and state NOL's. We do not expect these resolutions to have a material change to our unrecognized tax benefits over the next twelve months. We had no accrued interest or penalties related to uncertain tax positions as of December 31, 2024 and 2023.

The Company is subject to income tax examinations by the U.S. federal and state tax authorities. There are no ongoing income tax examinations as of December 31, 2024. Tax years 2011 and forward remain open to audit for U.S. federal and state income tax purposes.
v3.25.1
Related Party Balances and Transactions
 12 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
Related Party Balances and Transactions

Note 21. Related Party Balances and Transactions

Convertible Notes at Fair Value

On July 21, 2023, in connection with the Internal Reorganization, the 2017 Convertible Note was converted per the conditional conversion agreement dated June 27, 2023. The outstanding principal and interest converted into 28,332,454 convertible preferred shares, which were simultaneously cancelled and converted into 180,690 shares of the Company's common stock. (see Note 11, Financing Arrangements).

SAFE Notes at Fair Value

On July 21, 2023, in connection with the Internal Reorganization, the SAFE notes issued to LamVen and Park Lane, entities affiliated with a co-founder of the Company, with aggregate principal amount of $15.0 million were converted per the conditional conversion agreement dated June 27, 2023 into 103,385,325 convertible preferred shares, which were simultaneously cancelled and converted into 659,340 shares of the Company's common stock. (see Note 11, Financing Arrangements).

On June 15, 2023, the Company issued a SAFE note to LamJam, an entity affiliated with a co-founder of the company, with aggregate principal amount of $6.9 million. On July 21, 2023, in connection with the Internal Reorganization, the SAFE was converted per the conditional conversion agreement dated June 27, 2023 into 47,770,712 convertible preferred shares, which were simultaneously cancelled and converted into 304,658 shares of the Company's common stock. (see Note 11, Financing Arrangements).

 

Term Notes

The Company entered into term note agreements with LamVen, a related party, with aggregate principal amounts of $4.5 million and $1.0 million, an effective date of November 30, 2022 and January 18, 2023, respectively, and bearing an interest rate of 8.25% per annum. Both term notes were exchanged for cash and scheduled to mature on the earlier of December 31, 2023 or the date on which the note is otherwise accelerated as provided for in the agreement. Interest for the notes are payable in full at maturity or upon acceleration by prepayment. On December 29, 2023, the term notes were amended to extend the maturity date to January 15, 2024. On January 26, 2024, the term notes were amended to extend the maturity date to February 9, 2024, with an effective date of January 15, 2024. On April 28, 2024, the term notes were further amended to extend the maturity date to May 15, 2024, with an effective date of April 15, 2024. On July 31, 2024, the term notes were further amended to extend the maturity date to August 20, 2024, with an effective date of May 15, 2024. In November 2024, the term notes were exchanged for a new secured convertible promissory note with LamVen.

On May 22, 2023, the Company entered into an additional term note agreement in exchange for $4.6 million in cash from LamVen. The note was scheduled to mature on the earlier of December 31, 2023 or the date on which the note is otherwise accelerated as provided for in the agreement. Interest is due upon maturity at a rate of 10.0% per annum until the note is paid in full at maturity or upon acceleration by prepayment. On December 29, 2023, the term notes were amended to extend the maturity date to January 15, 2024. On January 26, 2024, the term notes were amended to extend the maturity date to February 9, 2024, with an effective date of January 15, 2024. On July 31, 2024, the term notes were further amended to extend the maturity date to August 20, 2024, with an effective date of May 15, 2024. In November 2024, the term notes were exchanged for a new secured convertible promissory note with LamVen.

On June 15, 2023, the Company entered into a $5.0 million note agreement with LamVen. The note was scheduled to mature on the earlier of December 31, 2023 or the date on which the note is otherwise accelerated as provided for in the agreement. Interest is due upon maturity at a rate of 10.0% per annum until the note is paid in full at maturity or upon acceleration by prepayment. On December 29, 2023, the note was amended to extend the maturity date to January 15, 2024 and to increase the principal amount of the note to $10.0 million. The Company received $8.5 million in cash as of December 31, 2023, with the remaining $1.5 million under the note received in 2024. On January 26, 2024, the note was further amended to extend the maturity date to February 9, 2024 and the principal amount increased to $15.0 million, effective as of January 15, 2024. On April 28, 2024, the note was further amended to extend the maturity date to May 15, 2024 and the principal amount increased to $25.0 million, effective as of April 15, 2024. The Company received $38.2 million as of September 30, 2024. In October 2024, the Company received an additional $4.9 million under this note agreement, for an aggregate total of $43.1 million cash received under the note since inception. In November 2024, the note was exchanged for a new secured convertible promissory note with LamVen.

On June 15, 2023, the LamVen term note dated April 1, 2023 for $3.5 million, including principal and interest, was converted, via a payoff letter, into the LamJam SAFE note (see Note 11, Financing Arrangements).

On June 15, 2023, the term notes with LamJam, an entity affiliated with a co-founder of the Company, in the amount of $5.3 million principal and interest were converted into 9,932,241 Class B-6s convertible preferred shares. The resulting shares were further converted into shares of the Company’s common stock as part of the direct listing on July 27, 2023.

LamVen Note

On November 14, 2024, the Company entered into a secured convertible promissory note (the “LamVen Note”) in aggregate principal amount of $50.0 million to LamVen, to refinance certain existing notes.

The LamVen Note will accrue interest at the greater of (x) SOFR (subject to a 1.00% floor) plus 5.00% and (y) 9.75%. In the event the Company raises capital in certain equity offerings, a portion of the net cash proceeds from such equity offerings and the net cash proceeds from certain asset sales are required to be applied to repay the obligations under the LamVen Note. The scheduled maturity of the LamVen Note is December 31, 2028, which may be accelerated upon the occurrence of certain events of default.

At the election of LamVen from time to time, on one or more occasions, the outstanding principal amount of the LamVen Note (or any portion thereof), together with all accrued but unpaid interest thereon, can be converted into a number of shares of common stock, using a conversion price per share equal to the Minimum Price, as defined in New York Stock Exchange Listed Company Manual Section 312.04(h) (the “Minimum Price”); provided, however, that LamVen shall not be able to convert the LamVen Note if so doing would increase LamVen’s beneficial ownership interest in the Company to 10% or more of the Company’s then outstanding common stock.

In addition, on November 14, 2024, outstanding principal and interest of existing LamVen notes of $7,473,131 was exchanged for (i) 750,000 shares of common stock of the Company issued to LamVen at $1.83 per share, which represents the official closing price of the Company’s common stock on the New York Stock Exchange on the date immediately preceding November 14, 2024, and (ii) 3,389,398 warrants to purchase common stock of the Company issued to LamVen with a strike price of $1.83 per share.

The obligations under the LamVen Note are guaranteed by certain of the Company’s subsidiaries, and subject to a security interest on assets of the Company and the subsidiary guarantors, subject to certain exceptions.

The conversion feature embedded in the LamVen Note failed to satisfy the requirements for the derivative scope exception for contracts indexed in the Company’s own stock. The conversion feature of the LamVen Note required bifurcation from the host contract. The embedded derivative was initially measured at fair value of $6.8 million, with a corresponding debt discount of $6.8 million being recorded as the excess of the principal amount of LamVen Note over the fair value of the host contract. The debt discount will be amortized to interest expense using the effective interest rate over the term of the LamVen Note.

Park Lane Reimbursement Agreement

On November 14, 2024, in connection with the letter of credit backstopping the Credit Agreement, the Company entered into a Reimbursement Agreement with Park Lane (the “Reimbursement Agreement”), such that if the letter of credit is drawn upon, the Company will be required to reimburse Park Lane for the drawn amount of the letter of credit and pay interest to Park Lane at 15.00% per annum on such drawn amounts (subject to increase in the event of default). The Company is separately obligated to pay a fee of 1.00% per annum to Park Lane on the outstanding face amount of the backstop letter of credit. In the event the Company raises capital

in certain equity offerings, a portion of the net cash proceeds from such equity offerings is required to be remitted to Park Lane to be held in trust in accordance with the Reimbursement Agreement.

The obligations under the Reimbursement Agreement are guaranteed by certain of the Company’s subsidiaries, and subject to a security interest on assets of the Company and the subsidiary guarantors, subject to certain exceptions. The Reimbursement Agreement contains certain representations and warranties, covenants and events of default.

In connection with the Reimbursement Agreement, Park Lane will have the right to appoint a board observer with respect to the Company.

Other Transactions

As of December 31, 2024, the Company continues to lease four aircraft from Park Lane, for a monthly lease payment of $0.025 million per aircraft. The lease for the four planes was extended on a month to month basis as of January 31, 2025.

JA Flight Services and BAJ Flight Services

As of December 31, 2024, the Company leased a total of three aircraft from JA Flight Services (“JAFS”) and one aircraft from BAJ Flight Services (“BAJFS”) under short-term operating leases. JAFS is 50% owned by Bruce A. Jacobs (“BAJ”), an employee and shareholder of the Company, and BAJFS is 100% owned by BAJ.

The Company recorded approximately $1,306 thousand in combined lease and engine reserve expense attributable to JAFS and BAJFS during year ended December 31, 2024. Accounts payable of $74 thousand owed to JAFS and BAJFS as of December 31, 2024, is included in Due to Related Parties, current on the Consolidated Balance Sheet.

Schuman Aviation

As of December 31, 2024, the Company leased six aircraft from Schuman Aviation Ltd. (“Schuman”), an entity which is owned by an employee and shareholder of the Company. All leases consist of 60-month terms, fixed monthly lease payments and are all eligible for extension at the end of the lease term. All the leases are also subject to monthly engine, propeller and other reserve payment requirements, based on actual flight activity incurred on the subject aircraft engine.

The Company recorded approximately $1,719 thousand in combined lease and engine reserve expense attributable to Schuman for the year ended December 31, 2024. As of December 31, 2024, the Company owed approximately $214 thousand to Schuman, which is included in Due to Related Parties, current on the Consolidated Balance Sheet.

Additionally, the Company has an existing agreement with Schuman, whereby Schuman agreed not to fly any of its Makani Kai airline routes servicing the Hawaiian Island commuter airspace for a period of 10 years. Remaining amounts due under this agreement represent the final two annual installment payments, of $100 thousand each, which will be paid over the next two years.

Advisory Services Agreement with Proxima Centauri, LLC

Proxima Centauri, LLC, an entity wholly-owned by David Anderman, a director of the Company, provides advisory services to the Company for a monthly fee of $20,000 per month pursuant to an Advisory Services Agreement entered into on December 16, 2024. As additional compensation, the Company issued a warrant to Proxima Centauri to purchase up to 142,857 shares of Common Stock.
v3.25.1
Supplemental Cash Flows
 12 Months Ended
Dec. 31, 2024
Supplemental Cash Flow Elements [Abstract]  
Supplemental Cash Flows

Note 22. Supplemental Cash Flows

Supplemental Cash Flows for the year ended December 31, 2024 and 2023 (in thousands):

 

 

Year Ended December 31,

 

 

2024

 

 

2023

 

Supplemental cash flow information

 

 

 

 

 

 

Cash paid for interest

 

$

3,410

 

 

$

577

 

Supplemental schedule of non-cash investing and financing activities:

 

 

 

 

 

 

Issuance of SAFE notes

 

$

—

 

 

$

4,354

 

Conversion of convertible notes to Class B-6a redeemable convertible preferred shares

 

$

—

 

 

$

543

 

Conversion of convertible notes to Class B-5 redeemable convertible preferred shares

 

$

—

 

 

$

3,253

 

Conversion of convertible notes to Class B-6s redeemable convertible preferred shares

 

$

—

 

 

$

10,494

 

Conversion of redeemable convertible preferred shares to common shares

 

$

—

 

 

$

137,463

 

Issuance of Class B-6s convertible preferred shares in exchange for outstanding payables

 

$

—

 

 

$

202

 

Conversion of SAFE notes to common shares

 

$

—

 

 

$

63,509

 

Conversion of promissory notes to Class B-6s convertible preferred shares

 

$

—

 

 

$

5,260

 

Common stock issued under Share Purchase Agreement

 

$

—

 

 

$

13,020

 

Common stock issued for the acquisition of Southern

 

$

—

 

 

$

81,250

 

Common stock issued as settlement of advisor accrual

 

$

—

 

 

$

75

 

Common stock issued under Software License Agreement

 

$

9,574

 

 

$

2,000

 

Reclassification of aircraft deposits to data license fees

 

$

3,000

 

 

$

—

 

Shares received as consideration for Mandatory Convertible Security

 

$

1,796

 

 

$

—

 

Conversion of Mandatory Convertible Security to common shares

 

$

1,621

 

 

$

—

 

Conversion of LamVen Term Notes

 

$

7,473

 

 

$

—

 

Capitalized Interest on Convertible Notes

 

$

34

 

 

$

—

 

Right-of-use assets obtained in exchange for new operating lease liabilities

 

$

10,144

 

 

$

1,656

 

Right-of-use assets obtained in exchange for new finance lease liabilities

 

$

95

 

 

$

1,143

 

Purchases of property and equipment included in accounts payable

 

$

326

 

 

$

382

 

Prepaid expense and other current assets accrued in other current liabilities

 

$

—

 

 

$

1,989

 
v3.25.1
Net Loss per Share Applicable to Common Shareholders, Basic and Diluted
 12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Net Loss per Share Applicable to Ordinary Shareholders, Basic and Diluted

Note 23. Net Loss per Share Applicable to Common Shareholders, Basic and Diluted

The Company calculates basic and diluted net loss per share attributable to common shareholders using the two-class method required for companies with participating securities. The Company considers preferred stock to be participating securities as the holders are entitled to receive dividends on a pari passu basis in the event that a dividend is paid on common shares. As outlined in “Internal Reorganization” and “Reverse Stock Split” in Note 1, Description of Business, the effects of conversions at a ratio of 22.4 Surf Air shares to 1 share of the Company’s common stock, and the subsequent seven-for-one reverse stock split for all shares of the Company’s common stock then issued and outstanding, have been applied to outstanding shares of common stock and rights to receive shares of common stock for all periods presented in calculating earnings per share and for presentation within the Statement of Changes in Redeemable Convertible Preferred Shares and Shareholders’ Equity/ (Deficit).

The following table sets forth the computation of net loss per share applicable to common shareholders (in thousands, except share data):

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Net loss

 

$

(74,908

)

 

$

(250,696

)

Weighted-average number of common shares used in net loss per share applicable to common shareholders, basic and diluted

 

 

12,910,341

 

 

 

5,638,128

 

Net loss per share applicable to common shareholders, basic and diluted

 

$

(5.80

)

 

$

(44.46

)

 

The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Excluded securities:

 

 

 

 

 

 

Options to purchase common shares

 

 

2,689,131

 

 

 

229,451

 

Warrants to purchase common shares

 

 

4,549,958

 

 

 

—

 

Restricted stock units

 

 

745,234

 

 

 

539,009

 

Unvested RSPAs

 

 

36,907

 

 

 

60,377

 

Convertible notes (as converted to common shares)

 

 

9,802,974

 

 

 

190,476

 

Mandatory Convertible Security

 

 

9,887,756

 

 

 

—

 

Total common shares equivalents

 

 

27,711,960

 

 

 

1,019,313

 
v3.25.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the assets, liabilities and operating results of the Company. All intercompany balances and transactions have been eliminated in consolidation. Other than net loss, the Company does not have any other elements of comprehensive income or loss for the years ended December 31, 2024 and 2023.

Use of Estimates

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of income and expense during the reporting period.

On an ongoing basis, the Company evaluates its estimates using historical experience and other factors including the current economic and regulatory environment as well as management’s judgment. Items subject to such estimates and assumptions include: revenue recognition and related allowances, valuation allowance on deferred tax assets, certain accrued liabilities, useful lives and recoverability of long-lived assets, fair value of assets acquired and liabilities assumed in acquisitions, legal contingencies, assumptions underlying convertible notes and convertible securities carried at fair value and stock-based compensation. These estimates may change as new events occur and additional information is obtained and such changes are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s consolidated financial statements.
Concentration of Risk

Concentration of Risk

The financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. All of the Company’s cash deposits are held at financial institutions that management believes to be of high credit quality. The Company’s cash deposit accounts may exceed federally insured limits at times. The Company has not experienced any losses on cash deposits to date. For the years ended December 31, 2024 and 2023, the US DOT accounted for 39% and 32%, respectively, of the Company's consolidated revenues.

We are dependent on part suppliers to deliver necessary airplane components in a timely manner at prices and quality levels acceptable to us. Our inability to efficiently manage these suppliers could have a material adverse effect on our business, prospects, financial condition and operating results.
Business Combination

Business Combination

The Company is required to use the acquisition method of accounting for business combinations. The acquisition method of accounting requires the Company to allocate the purchase consideration to the assets acquired and liabilities assumed from the acquiree based on their respective fair values as of the Acquisition Date. The excess of the fair value of purchase consideration over the fair value of these assets acquired and liabilities assumed is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which includes consideration of future revenue growth and margins, and discount rates. Fair value estimates are based on the assumptions that management believes a market participant would use in pricing the asset or liability. These estimates are inherently uncertain and, therefore, actual results may differ from the estimates made. As a result, during the measurement period of up to one year from the Acquisition Date, the Company may record fair value adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired and liabilities assumed in an acquisition, whichever comes first, any subsequent adjustments are recorded in the Consolidated Statements of Operations.
Cash and Restricted Cash

Cash and Restricted Cash

Cash and restricted cash consists of cash on hand held in commercial bank accounts. The Company classifies all cash with use limited by contractual provisions as restricted cash. As of December 31, 2024 and 2023 the Company had restricted cash of $0.6 million and $0.7 million, respectively, consisting of collateral against a corporate credit card. The Company has classified the restricted cash as long term, which represents the expected lapse of the restriction.
Accounts Receivable, net

Accounts Receivable, net

Accounts receivable primarily consist of amounts due from U.S. DOT in relation to certain air routes served by the Company under the Essential Air Service (“EAS”) program, amounts due from airline business partners, and pending transactions with credit card processors. Receivables from the U.S. DOT and our business partners are typically settled within 30 days. All accounts receivable are reported net of an allowance for credit losses, which was not material as of December 31, 2024, and December 31, 2023. The Company has considered past and future financial and qualitative factors, including the age of unpaid receivables, payment history and other credit monitoring indicators, when establishing the allowance for credit losses.
Collateralized Borrowings

Collateralized Borrowings

On August 9, 2024, the Company entered into a new revolving accounts receivable financing arrangement that will allow the Company to borrow a designated percentage of eligible accounts receivable, as defined, up to a maximum unsettled amount of $5.0 million. The agreement is secured by a first security interest in all assets of Southern Airways Express, a subsidiary of Southern. The financing arrangement is uncommitted, and upon funding does not qualify for sale accounting as the Company does not relinquish control of the receivables based on, among other things, the nature and extent of the Company’s continuing involvement.

Accordingly, the accounts receivable remain on the Company’s Consolidated Balance Sheets until paid by the customer and cash proceeds from the financing arrangement are recorded as collateralized borrowing in Accrued expenses and other current liabilities on the Consolidated Balance Sheets, with attributable interest expense recognized over the life of the related transactions. Interest expense and contractual fees associated with the collateralized borrowings are included in interest expense and other expense, net, respectively, in the accompanying Consolidated Statements of Operations.
Property and Equipment

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Expenditures for major additions, equipment purchase deposits, renewals, and modifications are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset’s life, are expensed as incurred. The Company capitalizes expenditures for software developed or obtained for internal use. These costs include personnel and related employee benefits expenses for employees who are directly associated with and who devote time to software development projects, and external direct costs of consultants and materials for developing the software. Software development costs that do not qualify for capitalization as well as costs related to minor upgrades and enhancements are expensed as incurred and recorded in the Consolidated Statements of Operations.

Maintenance and repairs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, or, in the case of leasehold improvements, over the term of the lease or economic life, whichever is shorter as follows:

 

Assets

 

Depreciable Life

Aircraft, equipment and rotable spares

 

3 to 20 years

Leasehold improvements

 

Shorter of the estimated lease term or 5 years

Office, vehicles and ground equipment

 

3 years and 5 years

Internal-use software

 

3 years

Depreciation of property and equipment is included within Depreciation and amortization on the Consolidated Statements of Operations. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any gain or loss is included in the Consolidated Statements of Operations.
Intangible Assets

Intangible Assets

Intangible assets consist primarily of EAS contracts, tradenames and trademarks and software acquired in an asset acquisition. The Company capitalizes expenditures for major software purchases.

The Company amortizes finite-lived intangible assets on a straight-line basis over their estimated useful lives, which range from two to ten years. The straight-line recognition method approximates the manner in which the expected benefits will be derived.
Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Long-lived assets such as property and equipment, finite-lived intangible assets, and right of use assets are reviewed for impairment, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The amount of impairment loss, if any, is measured as the difference between the carrying value of the asset and its estimated fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as appropriate. No impairment charges were recorded during the years ended December 31, 2024 and 2023.
Goodwill

Goodwill

Goodwill, which represents the excess of the cost of an acquired entity over the fair value of the acquired net assets, has an indefinite life and, accordingly, is not amortized. The Company tests goodwill for impairment annually, during the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset may be impaired.

The Company assesses goodwill for impairment utilizing either a qualitative assessment or a quantitative assessment by comparing the fair value of its reporting unit with its carrying amount. If the Company decides that it is appropriate to perform a qualitative assessment and concludes that the fair value of its reporting unit more likely than not exceeds its carrying value, no further evaluation is necessary. If the Company performs the quantitative assessment, the Company will compare the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount of a reporting unit exceeds its fair value, the Company will recognize an impairment charge for the amount by which the carrying amount exceeds its reporting unit’s fair value.

The Company performed its annual goodwill impairment assessment on a qualitative basis as of October 1, 2023, and concluded that it was not more likely than not that the fair value of the reporting unit was less than its carrying value. This conclusion was primarily based on the operations of Southern being consistent with forecasts existing as of the acquisition date and the Company’s plans to re-fleet and expand Southern’s operations. Subsequent to this analysis, the Company identified indicators of impairment of the Southern reporting unit as of December 31, 2023. This was based on operational challenges that were expected to be remediated in the fourth quarter, such as: additional delays of aircraft maintenance due to the unavailability of parts, which resulted in a higher cancellation rate of scheduled flights. These delays were expected to, and did, continue into 2024. Additionally, the Company incurred higher cash requirements than expected to fund the operations of Southern during the fourth quarter of 2023, primarily due to higher maintenance costs. Further, unplanned delays in aircraft deliveries under the Textron aircraft supply agreement, including December 2023 cancellations of both firm deliveries and additional purchase options, have delayed re-fleeting efforts. Indicators of impairment also include a decline in the market price of our common stock and corresponding continued decline in our market capitalization from the date of the Southern Acquisition. As a result, the Company performed a quantitative assessment to compare the fair value of the reporting unit to its carrying amount as of December 31, 2023.The Company concluded that the carrying value of the Southern reporting unit exceeded its fair value and, as such, recorded a $60.0 million impairment of goodwill in its Southern reporting unit during the fourth quarter of 2023.

The Company estimated the fair value of its reporting units utilizing both a market approach and an income approach (discounted cash flow) and the significant assumptions used to measure fair value include discount rate, terminal value factors, revenue and EBITDA multiples, and control premiums. We evaluate our estimates under the income approach by reconciling the estimated fair value of the reporting unit determined under the income approach to our market capitalization and estimated fair value determined under the market approach. 

This impairment charge is presented within impairment of goodwill on the Company’s Consolidated Statements of Operations. As of December 31, 2024 and 2023, the Company had no goodwill balance.
Deferred Revenue

Deferred Revenue

The Company records deferred revenue (contract liabilities) when the Company receives customer payments in advance of the performance obligations being satisfied on the Company’s contracts. The Company generally collects payments from customers in advance of services being provided. The Company recognizes the deferred revenue as revenue when it meets the applicable revenue recognition criteria, which is usually either over the contract term, or when services have been provided. The Company generally meets performance obligations associated with all revenues deferred during the succeeding 12-month period. Accordingly, deferred revenue is classified within current liabilities in the accompanying Consolidated Balance Sheets.
Leases

Leases

The Company leases aircraft, airport passenger terminal space, portions of and full aircraft hangars and other airport facilities, other commercial real estate and office space.

Operating Leases

Operating lease right-of-use assets and liabilities are recognized at the lease commencement date, which is the date the Company takes possession of the asset. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease right-of-use assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, the Company estimates incremental borrowing rates based on the appropriate term and information available at lease commencement in determining the present value of lease payments including reasonably certain renewal periods. The Company recognizes the lease cost for operating leases on a straight-line basis over the lease term. Aggregate lease cost is recorded in Cost of Revenue and General and Administrative expenses on the Consolidated Statements of Operations. Additionally, tenant incentives used to fund leasehold improvements or any rent abatements are recognized when earned and reduce the operating right-of-use asset related to the lease.

Finance Leases

The Company measures finance lease right-of-use assets and finance lease liabilities initially at an amount equal to the present value at the beginning of the lease term of minimum lease payments during the lease term, excluding that portion of the payments representing executory costs (such as insurance, maintenance, and taxes to be paid by the lessor) including any profit thereon, with the corresponding liability recorded within the liabilities section of the balance sheet. During the lease term, each minimum lease payment is allocated by the lessee between a reduction of the liability and interest expense to produce a constant periodic rate of interest on the

remaining balance of the liability (the interest method). Finance lease right-of-use assets are depreciated in accordance with the Company’s property and equipment policy and is included within Depreciation and amortization on the Consolidated Statements of Operations. The corresponding lease liabilities are reduced as lease payments are made.
Revenue Recognition

Revenue Recognition

Scheduled Revenue

Scheduled revenue is derived from scheduled passenger flights under the EAS program, membership subscriptions, and through passenger single seat sales.

The Company provides scheduled passenger flight service on certain routes which is subsidized by the U.S. DOT under the EAS program. The EAS program is enacted to ensure that small communities in the U.S. have the ability to maintain a minimum level of scheduled air services. The Company has contracts with the U.S. DOT that are typically in duration of 2-4 years and include commitments for the Company to provide passenger air service to certain locations for a specific number of times annually to each location. The Company generally bills the U.S. DOT on the first of the month following the prior month’s completed flights, and typically collects from the U.S. DOT within 12 to 14 days after billing. Revenue is recognized on a per-flight basis when the Company has fulfilled its commitment, generally as the flights are completed.

The Company offers Pay-As-You-Fly (“PAYF”) memberships to members. The members pay an annual membership fee, which enables the member to purchase single use vouchers for travel on the Company’s scheduled routes. Vouchers are sold in a package and generally expire twelve months after the purchase date. Vouchers are nonrefundable, not exchangeable for cash and may not be used for other Company services. The Company recognizes the upfront annual membership fee as well as amounts paid by members for the purchase of vouchers as flights are completed or expiration, where applicable, of the vouchers. The Company has determined the PAYF membership and vouchers to represent a single performance obligation.

The Company earns revenue from the passenger for scheduled flight service through sales of tickets for single seats. These sales are generally paid by credit card. The Company also earns revenue generated by third-party travel booking sites or travel agencies. Tickets are refundable within 24 hours of purchase for flights scheduled to take place more than one week out, or when flights or services are changed, interrupted, or otherwise canceled by the Company. The Company recognizes revenue when it meets the applicable recognition criteria, which is at the point in time when a flight is completed or when tickets expire (generally within one year from the date of purchase).

 

On-demand Revenue

The Company earns revenue from the passenger for charter flight services, operated through a combination of its own aircraft and those of third party operators. These sales are generally paid for by credit card or wire transfer. The Company generally does not offer refunds after 24 hours of purchase. The Company recognizes revenue when it meets the applicable recognition criteria, which is at the point in time when a flight is completed or when tickets expire (generally within one year from the date of purchase).

Other Revenue

The Company also earns revenue from various ancillary services such as those relating to baggage fees, reservation change fees, package freight fees, and pet-travel (carry-on) fees. These fees are earned when the services are performed, generally at the time of travel.

Principal vs Agent

The Company evaluates whether it is a principal or an agent in contracts involving more than one party by assessing whether it controls the specified flight services before they are transferred to its customers. In transactions where the Company directs third-party air carriers to provide flights service to its customers, the Company determined it acts as the principal as it controls the services provided to the customers. In these instances, the Company is primarily responsible for fulfillment of the obligation in the contract, has pricing discretion, has the authority to direct the key components of the service on behalf of the member or customer regardless of which third-party is used. Therefore, the Company reports revenue and the associated costs on a gross basis in the Consolidated Statements of Operations.

When the Company is not primarily responsible for the fulfillment of the flight services, it acts as an agent and therefore recognized revenue in the Consolidated Statements of Operations is net of amounts paid to third-party air carriers and operators that provide the services.

In transactions where the Company operates aircraft on behalf of a third party, the Company determined it acts as the agent as it solely carries out the services based on the direction of the third party in exchange for a fixed service fee as determined by the related services agreement. In these instances, the Company reports the service fee as fee revenue net of any operating costs incurred by the Company to perform these services.
Operating Expenses

Operating Expenses

Cost of Revenue

Cost of revenue consists of costs that are directly related to delivering the Company’s services and certain facility costs. Delivery of the Company’s services primarily comprise of aircraft maintenance, fuel, airport-related expenses, and fees paid to third-party air carriers for operating aircraft in providing flight services and platform infrastructure costs. Cost of revenue also includes facility costs representing leases expenses and operating costs for stations throughout the service network and personnel related costs, primarily salary and bonus. Cost of revenue excludes depreciation on property and equipment and amortization of finite-lived intangible assets.

Sales and Marketing

Sales and marketing expense consists primarily of personnel related and other costs in connection with the Company’s sales and marketing efforts. Advertising costs are expensed as incurred and were not material for the years ended December 31, 2024 and 2023, respectively. Sales and marketing excludes depreciation on property and equipment and amortization of finite-lived intangible assets.

Technology and Development

Technology and development expense consists of personnel and other costs related to technology development and management efforts including costs for third-party development resources, and allocations of overhead and facility costs. Technology cost also includes research and development cost associated with the Company’s hybrid electrification strategy. The Company’s technology and development efforts are focused on enhancing the ease of use and functionality of its Surf OS platform by adding new core functionality, services and other improvements, as well as the development of new products and services. Technology and development costs are expensed as incurred, except to the extent that such costs are associated with internal-use software development that qualify for capitalization, which are then recorded within Property and Equipment, net on the Company’s consolidated balance sheets. Technology and development excludes depreciation on property and equipment and amortization of finite-lived intangible assets.

General and Administrative

General and administrative expense consists of personnel related costs including salary, bonus, and share-based compensation for the Company’s executive, finance, facilities, and human resource teams and facility costs. General and administrative expenses also include professional fees and other corporate related expenses. General and administrative expenses exclude the depreciation on property and equipment and amortization of finite-lived intangible assets.
Share-Based Compensation

Share-Based Compensation

Options, RSPAs, and Warrants

The Company accounts for the issuance of stock options, restricted share purchase agreements (“RSPAs”), and warrants in the consolidated financial statements based on the grant date fair value of the awards. Issuances of RSPAs with promissory notes are accounted for as share options and are measured based on the grant date fair value of the option. The Company estimates the fair value of these awards using the Black-Scholes option pricing model. The grant date fair value of share-based awards with service-only conditions is recognized as expense on a straight-line basis in the consolidated statement of operations over the requisite service period, which is generally the vesting period ranging from 12 to 48 months. Forfeitures are recorded as they occur. For awards with performance conditions, the Company records compensation expense on a graded-vesting basis when it is deemed probable that the performance condition will be met. For awards with market conditions, the effect of the market conditions is reflected in the fair value measurement and expense, using an option pricing model, recognized on a graded-vesting basis, is not reversed to the extent that the market condition is not achieved. Additionally, awards granted to non-employees are accounted for using their grant date fair value, using Black Scholes option pricing model and are accounted for in the same manner as awards granted to employees.

Determining the fair value of share-based awards requires judgment. The Company’s use of option pricing models requires the input of subjective assumptions, including the fair value of shares of the Company’s common stock underlying the option award, the expected term of the option, the expected volatility of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. The assumptions used in the Company’s option pricing model represent management’s best

estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used the Company’s share-based compensation expense could be materially different in the future.

Awards granted prior to the Company's direct listing were valued using the historical volatility of the stock price of similar publicly traded peer companies. The expected term of options granted represents the period for which the options are expected to be outstanding and is estimated based on a midpoint between the end of the requisite service period and the contractual term of the options granted. The risk-free interest rate is derived from the U.S. Treasury yield curve in effect at the date of grant. The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero. The Company’s assumptions may change for future grants.

For awards granted prior to the Company’s direct listing, because there was no public market for the Company’s common stock, the board of directors determined the fair value of the shares of common stock by considering a number of objective and subjective factors including the results of third-party valuations, the Company’s actual operating and financial performance, market conditions and performance of comparable publicly traded companies, developments and milestones in the Company, the likelihood of achieving a liquidity event and transactions involving the Company’s preferred or common shares, among other factors. The fair value was determined in accordance with applicable elements of the practice aid issued by the American Institute of Certified Public Accountants, Valuation of Privately Held Company Equity Securities Issued as Compensation.

Restricted Stock Unit Awards

The grant date fair value of RSUs is estimated based on the fair value of the Company’s common stock on the date of grant. Prior to the Company’s direct listing in July 2023, RSUs granted by the Company vested upon the satisfaction of both service-based vesting conditions and liquidity event-related performance vesting conditions. The liquidity event-related performance vesting conditions were achieved upon the consummation of the Company's direct listing. Stock-based compensation related to such awards was recorded in full, as of the date of the Company’s direct listing. Since the Company’s direct listing in July 2023, the Company has only granted RSUs that vest upon the satisfaction of a service-based vesting condition and the compensation expense for these RSUs is recognized on a straight-line basis from the date of grant over the requisite service period.

The Company has granted founder performance-based restricted stock units (“founder PRSUs”) that contain a market condition in the form of future stock price targets. The grant date fair value of the founder PRSUs was determined using a Monte Carlo simulation model and the Company estimates the derived service period of the founder PRSUs. The grant date fair value of founder PRSUs containing a market condition is recorded as stock-based compensation over the derived service period. Provided that each founder continues to be employed by the Company, either directly or as a non-employee consultant, stock-based compensation expense is recognized over the derived service period, regardless of whether the stock price goals are achieved. If the stock price goals are met sooner than the derived service period, any unrecognized compensation expenses related to the founder PRSUs will be expensed during the period in which the stock price targets are achieved.

Warrants

The Company assesses whether warrants issued to purchase the Company’s common stock are liability or equity-classified based on the terms of the warrants. If the warrants are determined to be liability-classified, then the warrants are remeasured to fair value each period with changes in fair value recorded within Changes in fair value of financial instruments carried at fair value, net on the Consolidated Statements of Operations. The Company recognizes the fair value of liability-classified warrants within Other liabilities in its Consolidated Balance Sheets. If the warrants are determined to be equity-classified, then the initial fair value is recorded in Additional paid-in capital and the warrants are not remeasured thereafter.

The Company estimates the fair value of warrants to purchase its common stock and redeemable convertible preferred shares using the Black-Scholes option pricing model. Warrants are principally issued to lenders and non-employees, some of whom are related parties, in connection with debt and equity fundraising and debt restructuring activities.
Income Taxes

Income Taxes

Income taxes are accounted for under the asset and liability method in accordance with U.S. GAAP. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. The likelihood of realizing the tax benefits related to a potential deferred tax asset is evaluated, and a

valuation allowance is recognized to reduce that deferred tax asset if it is more likely than not that all or some portion of the deferred tax asset will not be realized.

The Company determines whether a tax position taken or expected to be taken in a tax return is to be recognized in the consolidated financial statements when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The amount recognized is subject to estimation and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. For tax positions meeting the more likely than not threshold, the tax amount recognized in the consolidated financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties accrued related to unrecognized tax benefits, if any, in its income tax provision in the accompanying Consolidated Statements of Operations.
Net Loss Per Share Applicable to Common Shareholders, Basic and Diluted

Net Loss Per Share Applicable to Common Shareholders, Basic and Diluted

The Company calculates basic and diluted net loss per share applicable to common shareholders using the two-class method required for companies with participating securities. The Company considers preferred stock to be participating securities as the holders are entitled to receive dividends on a pari passu basis in the event that a dividend is paid on common shares.

Under the two-class method, basic net loss per share applicable to common shareholders was calculated by dividing the net loss available to common shareholders by the weighted-average number of shares of common shares outstanding during the period. For purposes of determining the number of weighted-average common shares outstanding, the Company has included issued and outstanding common shares, penny common share warrants, and vested RSPAs. Diluted net loss per share available to common shareholders was computed by giving effect to all potentially dilutive common share equivalents outstanding for the period. For purposes of this calculation, preferred stock, unvested RSUs, unvested RSPAs, stock options and warrants to purchase common shares were considered common share equivalents but had been excluded from the calculation of diluted net loss per share applicable to common shareholders as their effect was anti-dilutive. In periods in which the Company reports a net loss applicable to common shareholders, diluted net loss per share available to common shareholders is the same as basic net loss per share applicable to common shareholders, since dilutive common shares are not assumed to have been outstanding if their effect is anti-dilutive. The Company reported net loss applicable to common shareholders for the years ended December 31, 2024 and 2023.
Fair Value Measurements

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company elected the fair value option to account for its debt instruments because the Company’s debt instruments contain a number of complex features that would have otherwise required bifurcated derivative accounting. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value measurements are based on a fair value hierarchy, based on three levels of inputs, of which the first two are considered observable and the last unobservable, which are the following:

Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.

Level 2 Inputs other than quoted prices included in Level I, that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3 Inputs are unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

Assets and liabilities are classified in the hierarchy based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.

The Company measures the fair value of certain long-lived assets including finite-lived intangible assets on a nonrecurring basis, when such assets are acquired in a business combination or are required to be written down to fair value if impaired. Such fair values are classified within the fair value hierarchy, as the valuations contain significant unobservable inputs, including assumptions of the present value of future cash flows, the use of these assets, as well as estimated disposition value.

There were no assets measured at fair value on a recurring basis as of December 31, 2024 and 2023.

The carrying amounts of certain financial assets and liabilities, including restricted cash, other current assets, accounts receivable, accounts payable, accrued expenses, and amounts due to related parties approximate fair value because of the short maturity and liquidity of those instruments.

SAFE and Convertible Notes at Fair Value

The Company’s Simple Agreements for Future Equity notes (“SAFE”) and Simple Agreement for Future Equity with Tokens (“SAFE-T”) are financial instruments whereby an investor provides an investment into the Company, and the note is subsequently converted into a preferred equity security at a discount to the price paid by other investors when and if a preferred equity is issued through a qualifying capital raise. Due to certain provisions included in the agreements for these instruments, they are classified as liabilities as of December 31, 2024 and 2023.

The Company elected the fair value option for the convertible notes and SAFE financial instruments, which requires them to be remeasured to fair value each reporting period with changes in fair value recorded in Changes in fair value of financial instruments carried at fair value, net on the Consolidated Statements of Operations, except for change in the fair value that results from a change in the instrument specific credit risk which is presented separately within other comprehensive income. The fair value estimate includes significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The decision to elect the fair value option is determined on an instrument-by-instrument basis on the date the instrument is initially recognized, is applied to the entire instrument, and is irrevocable once elected. For instruments measured at fair value, embedded conversion or other features are not required to be separated from the host instrument. Issuance costs related to convertible securities carried at fair value are not deferred and are recognized as incurred within Interest expense on the Consolidated Statements of Operations.

For instruments measured at fair value granted before the Company’s direct listing, the fair values were based on the estimated values of the notes, warrants, and derivative upon conversion including adjustments to the conversion rates, which were weighted probability associated with certain events, such as a sale of the Company or becoming a public company. The estimated fair values of these financial liabilities were determined utilizing the Probability-Weighted Expected Return Method and is considered a Level 3 fair value measurement.
Recent Accounting Pronouncements

Recent Accounting Pronouncements

Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The updated standard is effective for fiscal periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 as of January 1, 2024.

Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires public entities to disaggregate, in a tabular presentation, certain income statement expenses into different categories, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The guidance is effective for fiscal years beginning after December 15, 2026, with early adoption permitted, and may be applied retrospectively. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and related disclosures.
v3.25.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Schedule of Estimated Useful Lives of Property and Equipment

Maintenance and repairs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, or, in the case of leasehold improvements, over the term of the lease or economic life, whichever is shorter as follows:

 

Assets

 

Depreciable Life

Aircraft, equipment and rotable spares

 

3 to 20 years

Leasehold improvements

 

Shorter of the estimated lease term or 5 years

Office, vehicles and ground equipment

 

3 years and 5 years

Internal-use software

 

3 years
v3.25.1
Business Combination (Tables)
 12 Months Ended
Dec. 31, 2024
Business Combinations [Abstract]  
Schedule of Purchase Consideration Allocated and Adjusted

The purchase consideration was preliminarily allocated and adjusted as follows (in thousands):

 

 

 

Preliminary Balance

 

 

Measurement Period Adjustments

 

 

Adjusted Balance

 

Cash

 

$

1,377

 

 

 

 

 

$

1,377

 

Accounts receivable, net

 

 

4,155

 

 

 

396

 

 

 

4,551

 

Prepaid expenses and other current assets

 

 

4,326

 

 

 

 

 

 

4,326

 

Property and equipment, net

 

 

37,372

 

 

 

(264

)

 

 

37,108

 

Operating lease right-of-use assets

 

 

13,214

 

 

 

 

 

 

13,214

 

Finance lease right-of-use assets

 

 

303

 

 

 

 

 

 

303

 

Acquisition-related intangibles

 

 

28,150

 

 

 

(1,100

)

 

 

27,050

 

Other assets

 

 

3,604

 

 

 

 

 

 

3,604

 

Total assets

 

$

92,501

 

 

$

(968

)

 

$

91,533

 

Accounts payable

 

 

5,649

 

 

 

 

 

 

5,649

 

Accrued expenses and other current liabilities

 

 

10,405

 

 

 

 

 

 

10,405

 

Deferred revenue

 

 

7,329

 

 

 

8

 

 

 

7,337

 

Current maturities of long-term debt

 

 

2,923

 

 

 

 

 

 

2,923

 

Operating lease liabilities, current

 

 

3,624

 

 

 

 

 

 

3,624

 

Finance lease liabilities, current

 

 

147

 

 

 

 

 

 

147

 

Due to related parties, current

 

 

1,853

 

 

 

 

 

 

1,853

 

Long-term debt, net of current maturities

 

 

24,123

 

 

 

 

 

 

24,123

 

Operating lease liabilities, long term

 

 

6,836

 

 

 

 

 

 

6,836

 

Finance lease liabilities, long term

 

 

175

 

 

 

 

 

 

175

 

Due to related parties, long term

 

 

1,864

 

 

 

 

 

 

1,864

 

Deferred tax liability

 

 

3,750

 

 

 

906

 

 

 

4,656

 

Other noncurrent liabilities

 

 

37

 

 

 

 

 

 

37

 

Total liabilities

 

$

68,715

 

 

$

914

 

 

$

69,629

 

Fair value of net assets acquired

 

 

23,786

 

 

 

(1,882

)

 

 

21,904

 

Goodwill

 

 

58,163

 

 

 

1,882

 

 

 

60,045

 

Total Purchase Consideration

 

$

81,949

 

 

$

—

 

 

$

81,949

 
Schedule of Purchase Consideration Allocated to Acquired Intangible Assets

Following are details of the purchase consideration allocated to acquired intangible assets:

 

Asset

 

Fair Value

 

 

Weighted- Average
Estimated Useful Life

EAS Contracts (1)

 

$

25,770

 

 

10 years

Tradename and Trademarks (2)

 

 

1,280

 

 

4 years

Total

 

$

27,050

 

 

 

 

(1)
The fair value of EAS route contracts were determined using the income approach, specifically, the multi-period excess earnings method.
(2)
Corporate trade name and trademarks primarily relate to the Southern brand and related trademarks, respectively, and the fair values were determined by applying the income approach, specifically, the relief from royalty method.
Schedule of Revenue and Net Loss

The Consolidated Statement of Operations include the following revenue and net loss attributable to Southern from the date of acquisition, July 27, 2023, to December 31, 2023:

 

 

 

July 27, 2023 through December 31, 2023

 

Revenue

 

$

37,371

 

Net Loss

 

$

(4,870

)
Summary of Unaudited Pro Forma Information

 

 

Year Ended December 31,

 

 

 

2023

 

Revenue

 

$

112,869

 

Net loss

 

$

(184,596

)
v3.25.1
Prepaids and Other Current Assets (Tables)
 12 Months Ended
Dec. 31, 2024
Prepaid Expense and Other Assets, Current [Abstract]  
Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

 

 

 

December 31,
2024

 

 

December 31,
2023

 

Prepaid insurance

 

$

766

 

 

$

2,306

 

Prepaid software

 

 

2,177

 

 

 

2,647

 

Prepaid marketing

 

 

2,434

 

 

 

2,406

 

Engine reserves

 

 

1,667

 

 

 

1,150

 

Vendor operator prepayments

 

 

744

 

 

 

634

 

Prepaid fuel

 

 

39

 

 

 

301

 

Other

 

 

684

 

 

 

1,607

 

Total prepaid expenses and other current assets

 

$

8,511

 

 

$

11,051

 
v3.25.1
Property, Plant and Equipment, Net (Tables)
 12 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
Summary of Property Plant And Equipment Net

Property and equipment, net, consists of the following (in thousands):

 

 

 

December 31,
2024

 

 

December 31,
2023

 

Aircraft, equipment and rotable spares

 

$

40,290

 

 

$

39,196

 

Equipment purchase deposits

 

 

2,000

 

 

 

5,000

 

Leasehold improvements

 

 

2,301

 

 

 

2,479

 

Office, vehicles and ground equipment

 

 

1,158

 

 

 

1,179

 

Internal-use software

 

 

2,729

 

 

 

508

 

Property and equipment, gross

 

 

48,478

 

 

 

48,362

 

Accumulated depreciation

 

 

(6,265

)

 

 

(2,371

)

Property and equipment, net

 

$

42,213

 

 

$

45,991

 
v3.25.1
Intangible Assets, Net (Tables)
 12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangibles Assets, Net

Intangibles assets, net, consists of the following (in thousands):

 

 

 

December 31,
2024

 

 

December 31,
2023

 

EAS contracts

 

$

25,770

 

 

$

25,770

 

Tradenames and trademarks

 

 

8,340

 

 

 

8,340

 

Software

 

 

3,122

 

 

 

3,122

 

Other intangibles

 

 

225

 

 

 

242

 

Intangible assets, gross

 

 

37,457

 

 

 

37,474

 

Accumulated amortization

 

 

(14,339

)

 

 

(10,811

)

Intangible assets, net

 

$

23,118

 

 

$

26,663

 
Schedule of Expected Future Amortization

Expected future amortization as of December 31, 2024 is as follows (in thousands):

 

 

 

Amount

 

2025

 

$

3,051

 

2026

 

 

2,915

 

2027

 

 

2,764

 

2028

 

 

2,577

 

2029

 

 

2,577

 

Thereafter

 

 

9,234

 

Total

 

$

23,118

 
v3.25.1
Goodwill (Tables)
 12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Change in Goodwill

The change in Goodwill is presented in the following table (in thousands):

 

 

 

December 31,
2024

 

 

December 31,
2023

 

Beginning of period

 

$

—

 

 

$

—

 

Addition from Southern Acquisition

 

 

—

 

 

 

60,045

 

Impairment

 

 

—

 

 

 

(60,045

)

End of period

 

$

—

 

 

$

—

 
v3.25.1
Other Assets (Tables)
 12 Months Ended
Dec. 31, 2024
Other Assets [Abstract]  
Schedule of Other Assets

Other assets consists of the following (in thousands):

 

 

 

December 31,
2024

 

 

December 31,
2023

 

Security deposits - aircraft operating leases

 

$

1,971

 

 

$

1,037

 

Cloud-hosted software

 

 

1,921

 

 

 

1,829

 

Credit card holdback

 

 

1,255

 

 

 

1,748

 

Security deposits - other

 

 

566

 

 

 

590

 

Other

 

 

410

 

 

 

523

 

Total other assets

 

$

6,123

 

 

$

5,727

 
v3.25.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Supplemental Balance Sheet Information Related to Operating Leases

Supplemental balance sheet information related to operating leases is as follows (in thousands):

 

Operating Leases

 

Classification

 

December 31,
2024

 

 

December 31,
2023

 

Assets

 

 

 

 

 

 

 

 

Right-of-use assets

 

Operating lease right-of-use assets

 

$

17,046

 

 

$

12,818

 

Liabilities

 

 

 

 

 

 

 

 

Lease liabilities, current

 

Operating lease liabilities, current

 

$

4,120

 

 

$

4,104

 

Lease liabilities, current

 

Due to related parties, current

 

 

1,216

 

 

 

1,686

 

Lease liabilities, long term

 

Operating lease liabilities, long term

 

 

11,540

 

 

 

5,507

 

Lease liabilities, long term

 

Due to related parties, long term

 

 

457

 

 

 

1,673

 

Total lease liabilities

 

 

 

$

17,333

 

 

$

12,970

 
Lease Term and Discount Rate

Lease term and discount rate were as follows:

 

 

 

December 31,
2024

 

 

December 31,
2023

 

Weighted average remaining lease term

 

4.29 years

 

 

2.55 years

 

Weighted average discount rate

 

 

8.68

%

 

 

7.96

%
The Components of Lease Cost

The components of lease cost are as follows (in thousands):

 

 

 

 

 

Year ended December 31,

 

Lease Cost

 

Classification

 

2024

 

 

2023

 

Operating lease cost - aircraft

 

Cost of revenue

 

$

11,123

 

 

$

3,469

 

Operating lease cost - non-aircraft

 

Cost of revenue

 

 

781

 

 

 

163

 

Operating lease cost - non-aircraft

 

General and administrative

 

 

607

 

 

 

333

 

Lease cost, short term

 

Cost of revenue

 

 

548

 

 

 

1,827

 

Lease cost, short term

 

General and administrative

 

 

181

 

 

 

156

 

Engine reserves

 

Cost of revenue

 

 

3,475

 

 

 

1,518

 

Total lease cost

 

 

 

$

16,715

 

 

$

7,466

 

 

Supplemental disclosures of cash flow and other information related to leases are as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Cash paid for operating lease liabilities

 

$

7,889

 

 

$

3,044

 

Non-cash transactions - operating lease assets obtained in exchange for operating lease liabilities

 

$

11,606

 

 

$

1,858

 
Maturities of Operating Lease Liabilities

Maturities of operating lease liabilities are as follows as of December 31, 2024 (in thousands):

 

 

 

Amount

 

2025

 

$

6,561

 

2026

 

 

4,603

 

2027

 

 

3,158

 

2028

 

 

2,219

 

2029

 

 

2,218

 

Thereafter

 

 

1,931

 

Total lease payment, undiscounted

 

 

20,690

 

Less: imputed interest

 

 

3,357

 

Total

 

$

17,333

 
Supplemental Balance Sheet Information Related to Finance Leases

Supplemental balance sheet information related to finance leases is as follows (in thousands):

 

 

 

December 31,
2024

 

 

December 31,
2023

 

Assets

 

 

 

 

 

 

Finance lease right-of-use assets

 

$

1,115

 

 

$

1,343

 

Liabilities

 

 

 

 

 

 

Finance lease liabilities, current

 

$

265

 

 

$

215

 

Finance lease liabilities, long term

 

 

948

 

 

 

1,137

 

Total finance lease liabilities

 

$

1,213

 

 

$

1,352

 
Lease Term and Discount Rate

Lease term and discount rate are as follows:

 

 

 

December 31,
2024

 

 

December 31,
2023

 

Weighted average remaining lease term

 

4.2 years

 

 

5.3 years

 

Weighted average discount rate

 

 

11.37

%

 

 

11.45

%
Supplemental Disclosures of Cash Flow and Other Information Related to Leases

Supplemental disclosures of cash flow and other information related to leases are as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Cash paid for finance lease liabilities

 

$

234

 

 

$

113

 

Non-cash transactions - Finance lease assets obtained in exchange for finance lease liabilities

 

$

95

 

 

$

1,143

 
Maturities of Finance Lease Liabilities

Maturities of finance lease liabilities are as follows as of December 31, 2024 (in thousands):

 

 

 

Amount

 

2025

 

$

389

 

2026

 

 

372

 

2027

 

 

336

 

2028

 

 

264

 

2029

 

 

176

 

Thereafter

 

 

—

 

Total lease payment, undiscounted

 

 

1,537

 

Less: imputed interest

 

 

324

 

Total

 

$

1,213

 
v3.25.1
Accrued Expenses and Other Current Liabilities (Tables)
 12 Months Ended
Dec. 31, 2024
Payables and Accruals [Abstract]  
Summary of Accrued Expenses and Other Current Liabilities

As of December 31, 2024 and December 31, 2023, accrued expenses and other current liabilities consisted of the following (in thousands):

 

 

 

December 31,
2024

 

 

December 31,
2023

 

Accrued compensation and benefits

 

$

5,940

 

 

$

26,751

 

Accrued professional services

 

 

10,431

 

 

 

11,473

 

Excise and franchise taxes payable

 

 

7,729

 

 

 

7,672

 

Collateralized borrowings

 

 

5,842

 

 

 

2,977

 

Software license fee payable

 

 

9,953

 

 

 

2,000

 

Aircraft contract termination payable

 

 

—

 

 

 

1,454

 

Accrued Monarch legal settlement

 

 

1,314

 

 

 

1,314

 

Insurance premium liability

 

 

—

 

 

 

1,131

 

Accrued major maintenance

 

 

427

 

 

 

980

 

Interest and commitment fee payable

 

 

114

 

 

 

190

 

Statutory penalties

 

 

88

 

 

 

520

 

Other accrued liabilities

 

 

3,658

 

 

 

3,120

 

Total accrued expenses and other current liabilities

 

$

45,496

 

 

$

59,582

 
v3.25.1
Financing Arrangements (Tables)
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Summary of Long-Term Debt Obligations

The Company’s long-term debt obligations consist of the following (in thousands):

 

 

 

December 31,
2024

 

 

December 31,
2023

 

Note payable to a financing company, fixed interest rate of 7.60%, due November 2024

 

$

—

 

 

$

257

 

Note payable to bank, fixed interest rate of 4.65%, due November 2025

 

 

8

 

 

 

15

 

Note payable to a financing company, fixed interest rate of 5.49%, due December 2026

 

 

120

 

 

 

184

 

Notes payable to Clarus Capital, fixed interest rate of 8.66%, due April, June and September 2027

 

 

14,022

 

 

 

16,476

 

Note payable to Skywest, fixed interest rates of 4%, due April 2028

 

 

2,497

 

 

 

5,656

 

Note payable to Tecnam, fixed interest rate of 6.75%, due July and August 2032

 

 

2,962

 

 

 

3,206

 

Credit Agreement to ComVest Partners, floating interest rate of SOFR + 5%, due November 2028

 

 

44,984

 

 

 

—

 

Debt issuance costs

 

 

(2,167

)

 

 

0

 

Long-term debt, gross

 

 

62,426

 

 

 

25,794

 

Current maturities of long-term debt

 

 

(2,543

)

 

 

(5,177

)

Long-term debt, net of current maturities

 

$

59,883

 

 

$

20,617

 
Summary of Future Maturities of Total Long-Term Debt

Future maturities of total long-term debt as of December 31, 2024 are as follows (in thousands):

 

 

 

Amount

 

2025

 

$

2,543

 

2026

 

 

2,676

 

2027

 

 

12,032

 

2028

 

 

45,669

 

2029

 

 

421

 

Thereafter

 

 

1,252

 

Total

 

$

64,593

 
Summary of Fair Value of Convertible Notes

Fair value of convertible notes (in thousands):

 

 

 

Fair Value at

 

 

 

December 31, 2024

 

 

December 31, 2023

 

Convertible Note Purchase Agreement

 

 

7,347

 

 

 

7,715

 

Total

 

$

7,347

 

 

$

7,715

 

 
Summary of Fair Value of SAFE and SAFE - T Notes

Fair value of SAFE and SAFE-T notes (in thousands):

 

 

 

Fair Value at

 

 

 

December 31, 2024

 

 

December 31, 2023

 

SAFE-T

 

 

13

 

 

 

25

 

Total

 

$

13

 

 

$

25

 

Less: SAFE notes at fair value, current

 

 

(13

)

 

 

(25

)

SAFE notes at fair value, long term

 

$

—

 

 

$

—

 
v3.25.1
Share Purchase Agreement, GEM Purchase, and Mandatory Convertible Security (Tables)
 12 Months Ended
Dec. 31, 2024
Share Purchase Agreement [Abstract]  
Summary of Significant Inputs in Determining Period End Fair Values of Mandatory Convertible Security Significant inputs in determining period end fair values of the Mandatory Convertible Security are as follows:

 

 

 

August 7, 2024

 

 

December 31, 2024

 

Par amount

 

 

35,200

 

 

 

38,615

 

Probability of default

 

 

15.8

%

 

 

—

%

Expected volatility

 

 

130.6

%

 

 

155.7

%

Discount rate

 

 

3.8

%

 

 

4.3

%

Share price

 

$

1.995

 

 

$

5.390

 
v3.25.1
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Schedule of Significant Unobservable Inputs Used in Valuation Models Significant inputs in determining period end fair values of the Mandatory Convertible Security are as follows:

 

 

 

August 7, 2024

 

 

December 31, 2024

 

Par amount

 

 

35,200

 

 

 

38,615

 

Probability of default

 

 

15.8

%

 

 

—

%

Expected volatility

 

 

130.6

%

 

 

155.7

%

Discount rate

 

 

3.8

%

 

 

4.3

%

Share price

 

$

1.995

 

 

$

5.390

 
Summary of Company's Financial Liabilities Measured at Fair Value on Recurring Basis

 

 

 

Fair Value Measurements at December 31, 2024 Using:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Convertible notes at fair value

 

$

-

 

 

$

-

 

 

$

7,347

 

 

$

7,347

 

SAFE notes at fair value

 

 

—

 

 

 

—

 

 

 

13

 

 

 

13

 

LamVen Note

 

 

—

 

 

 

—

 

 

 

50,000

 

 

 

50,000

 

Mandatory Convertible Security

 

 

—

 

 

 

—

 

 

 

23,221

 

 

 

23,221

 

Total financial liabilities

 

$

—

 

 

$

—

 

 

$

80,581

 

 

$

80,581

 

 

 

 

Fair Value Measurements at December 31, 2023 Using:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Convertible notes at fair value

 

$

-

 

 

$

-

 

 

$

7,715

 

 

$

7,715

 

SAFE notes at fair value

 

 

—

 

 

 

—

 

 

 

25

 

 

 

25

 

GEM derivative liability

 

 

—

 

 

 

—

 

 

 

11,333

 

 

 

11,333

 

Total financial liabilities

 

$

—

 

 

$

—

 

 

$

19,073

 

 

$

19,073

 
Schedule of Reconciliation of Activity and Changes in Fair Value for Company's Convertible Loans and Redeemable Convertible Preferred Stock Warrant Liability

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):

 

 

 

Convertible Notes at Fair Value

 

 

SAFE Notes

 

 

LamVen Note

 

 

Mandatory Convertible Security

 

 

GEM Derivative Liability

 

Balance at December 31, 2023

 

$

7,715

 

 

$

25

 

 

$

—

 

 

$

—

 

 

$

11,333

 

Advances received on share purchase agreement

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,500

 

Draws on share purchase agreement

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,393

 

LamVen Note exchange

 

 

—

 

 

 

—

 

 

 

50,000

 

 

 

—

 

 

 

—

 

Borrowings on convertible notes

 

 

34

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Settlement in common shares

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(1,621

)

 

 

(4,326

)

Change in fair value

 

 

(402

)

 

 

(12

)

 

 

—

 

 

 

11,713

 

 

 

433

 

Issuance of Mandatory Convertible Security

 

 

—

 

 

 

—

 

 

 

—

 

 

 

13,129

 

 

 

(11,333

)

Balance at December 31, 2024

 

$

7,347

 

 

$

13

 

 

$

50,000

 

 

$

23,221

 

 

$

—

 
Summary of Carrying Amounts and Fair Values of Long-term Debt Obligations

The carrying amounts and fair values of the Company’s long-term debt obligations were as follows:

 

 

 

As of December 31, 2024

 

 

As of December 31, 2023

 

 

 

Carrying Amount

 

Fair Value

 

 

Carrying Amount

 

Fair Value

 

Long-term debt, including current maturities

 

$

64,593

 

$

64,707

 

 

$

25,794

 

$

26,036

 

 
v3.25.1
Disaggregated Revenue (Tables)
 12 Months Ended
Dec. 31, 2024
Disaggregation of Revenue [Abstract]  
Summary of Disaggregated Revenue

The disaggregated revenue for the years ended December 31, 2024 and 2023 were as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Scheduled

 

$

90,735

 

 

$

39,397

 

On-Demand

 

$

28,690

 

 

 

21,108

 

Total revenue

 

$

119,425

 

 

$

60,505

 

 
Summary of Deferred Revenue

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Deferred revenue, beginning of period

 

$

21,725

 

 

$

9,568

 

Acquired deferred revenue

 

 

—

 

 

 

7,329

 

Revenue deferred

 

 

62,546

 

 

 

45,712

 

Revenue recognized

 

 

(66,878

)

 

 

(40,884

)

Deferred revenue, end of period

 

$

17,393

 

 

$

21,725

 
v3.25.1
Stock-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Summary of Stock Option Activity

A summary of stock option activity for the year ended December 31, 2024 is set forth below:

 

 

 

Number
of Stock Options
Outstanding

 

 

Weighted Average Contractual Term (in years)

 

 

Aggregate Intrinsic Value (in thousands)

 

 

Weighted
Average
Exercise Price Per Share

 

Outstanding at December 31, 2023

 

 

229,451

 

 

 

8.04

 

 

$

687

 

 

$

28.81

 

Granted

 

 

2,467,536

 

 

 

9.43

 

 

 

1,200

 

 

 

5.87

 

Exercised

 

 

(5,379

)

 

 

—

 

 

 

—

 

 

 

3.68

 

Canceled

 

 

(2,477

)

 

 

—

 

 

 

—

 

 

 

34.16

 

Outstanding at December 31, 2024

 

 

2,689,131

 

 

 

9.21

 

 

 

1,353

 

 

 

7.80

 

Exercisable at December 31, 2024

 

 

871,317

 

 

 

7.56

 

 

 

441

 

 

 

8.16

 
Summary of Supplemental Stock Option Data

The following table provides supplemental data on stock options for the years ended December 31, 2024 and 2023 (in $ thousands, except for weighted average figures):

 

 

For The Year Ended December 31,

 

 

 

2024

 

 

2023

 

Weighted average grant date fair value per option granted

 

$

1

 

 

$

8

 

Fair value of options vested

 

$

3,815

 

 

$

2,907

 

Cash from participants to exercise stock options

 

$

20

 

 

$

191

 

Intrinsic value of options exercised

 

$

5

 

 

$

41

 
Summary of Fair Value of Stock Options Granted

The assumptions used to estimate the fair value of stock options granted during the years ended December 31, 2024 and 2023 were as follows:

 

 

 

For The Year Ended December 31,

 

 

 

2024

 

 

2023

 

Risk-free interest rate

 

3.97-4.25%

 

 

3.55%-3.74%

 

Expected term (in years)

 

3.5 - 5.8

 

 

 

5.80

 

Dividend yield

 

 

—

 

 

 

—

 

Expected volatility

 

55.69% - 59.07%

 

 

61%-155%

 
Summary of Warrant Activity

A summary of warrant activity for the year ended December 31, 2024 is set forth below:

 

 

 

Number of Warrants Outstanding

 

 

Weighted Average Contractual Term (in years)

 

 

Aggregate Intrinsic Value (in thousands)

 

 

Weighted
Average
Exercise Price Per Share

 

Outstanding at December 31, 2023

 

 

—

 

 

 

—

 

 

$

—

 

 

$

—

 

Granted

 

 

5,461,502

 

 

 

9.73

 

 

 

12,296

 

 

 

2.87

 

Exercised

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Canceled

 

 

(911,544

)

 

 

—

 

 

 

—

 

 

 

6.17

 

Outstanding at December 31, 2024

 

 

4,549,958

 

 

 

9.73

 

 

 

12,296

 

 

 

2.87

 

Exercisable at December 31, 2024

 

 

3,497,343

 

 

 

9.73

 

 

 

12,296

 

 

 

1.92

 
Summary of Fair Value of Warrants Granted

The assumptions used to estimate the fair value of warrants granted during the year ended December 31, 2024 and 2023 and were as follows:

 

 

 

For The Year Ended December 31,

 

 

 

2024

 

 

2023

 

Risk-free interest rate

 

3.52% - 4.43%

 

 

 

—

 

Expected term (in years)

 

5.0 - 10.0

 

 

 

—

 

Dividend yield

 

 

—

 

 

 

—

 

Expected volatility

 

47% - 147%

 

 

 

—

 
Summary of RSU Activity

A summary of RSU activity for the year ended December 31, 2024 is set forth below:

 

 

 

Number of RSUs

 

 

Weighted
Average
Grant Date Fair Value per RSU

 

Unvested RSUs at December 31, 2023

 

 

110,438

 

 

$

20.58

 

Granted

 

 

636,765

 

 

 

3.53

 

Vested/shares issued

 

 

(430,540

)

 

 

7.10

 

Forfeited, cancelled, or expired

 

 

—

 

 

 

—

 

Unvested RSUs at December 31, 2024

 

 

316,663

 

 

$

4.52

 

 
Summary of Restricted Stock Activity

A summary of RSPA activity for the year ended December 31, 2024 is set forth below:

 

 

 

Number
of RSPA

 

 

Weighted
Average
Grant Date Fair Value per RSPA

 

Unvested RSPAs at December 31, 2023

 

 

60,377

 

 

$

29.05

 

Granted

 

 

—

 

 

 

—

 

Vested

 

 

(23,470

)

 

 

29.29

 

Forfeited

 

 

—

 

 

 

—

 

Unvested RSPAs at December 31, 2024

 

 

36,907

 

 

 

29.13

 
Summary of Price Targets Included in PRSU Awards and Number of PRSUs That Will Vest Upon Achievement of Such Price Targets

The following table represents the various price targets included in the PRSU awards and the number of PRSUs that will vest upon achievement of such price targets:

 

Company Price Target

 

 

Number of PRSUs Eligible to Vest

 

$

35.00

 

 

 

7,143

 

 

70.00

 

 

 

410,714

 

 

105.00

 

 

 

10,714

 
Summary of Stock-based Compensation Expense Recognized

A summary of stock-based compensation expense recognized for the years ended December 31, 2024 and December 31, 2023 is as follows (in thousands):

 

 

For The Year Ended December 31,

 

 

 

2024

 

 

2023

 

Stock Options

 

$

3,815

 

 

$

2,907

 

RSUs

 

 

2,703

 

 

 

3,230

 

RSPAs

 

 

687

 

 

 

23,287

 

PRSUs

 

 

3,083

 

 

 

1,306

 

Warrants

 

 

403

 

 

 

—

 

Management Incentive Bonus Plan

 

 

(16,667

)

 

 

16,667

 

Other

 

 

—

 

 

 

855

 

Total Stock Based Compensation

 

$

(5,976

)

 

$

48,252

 
Performance Based Restricted Stock Units  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Summary of Restricted Stock Activity

A summary of PRSU activity for the year ended December 31, 2024 is set forth below:

 

 

 

Number
of PRSUs

 

 

Weighted
Average
Grant Date Fair Value per PRSU

 

PRSUs at December 31, 2023

 

 

428,571

 

 

$

14.74

 

Granted

 

 

—

 

 

 

—

 

Shares issued

 

 

—

 

 

 

—

 

Forfeited, cancelled, or expired

 

 

—

 

 

 

—

 

PRSUs at December 31, 2024

 

 

428,571

 

 

$

14.74

 
v3.25.1
Segments (Tables)
 12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Summary of Consolidated Segment Information All other financial statement metrics are reviewed and/or considered on a consolidated basis:

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Revenue

 

$

119,425

 

 

$

60,505

 

Operating Expenses:

 

 

 

 

 

 

Aircraft expenses

 

$

76,164

 

 

$

45,657

 

Pilot expenses

 

 

18,390

 

 

 

7,532

 

Other (1)

 

 

15,380

 

 

 

8,729

 

Cost of revenue, exclusive of depreciation and amortization

 

 

109,934

 

 

 

61,918

 

Technology and development

 

 

24,041

 

 

 

20,850

 

Sales and marketing

 

 

7,514

 

 

 

10,028

 

General and administrative

 

 

29,851

 

 

 

100,669

 

Depreciation and amortization

 

 

8,341

 

 

 

3,762

 

Impairment of goodwill

 

 

-

 

 

 

60,045

 

Total operating expenses

 

 

179,681

 

 

 

257,272

 

Operating loss

 

$

(60,256

)

 

$

(196,767

)

Other income (expense):

 

 

 

 

 

 

Changes in fair value of financial instruments carried at fair value, net

 

$

(11,732

)

 

$

(50,230

)

Interest expense

 

 

(8,617

)

 

 

(2,969

)

Gain (loss) on extinguishment of debt

 

 

5,398

 

 

 

(326

)

Other income (expense)

 

 

12

 

 

 

(3,708

)

Total other income (expense), net

 

$

(14,939

)

 

$

(57,233

)

Loss before income taxes

 

 

(75,195

)

 

 

(254,000

)

Income tax benefit

 

 

287

 

 

 

3,304

 

Net loss

 

$

(74,908

)

 

$

(250,696

)

 

(1) - Other costs of revenue are comprised of personnel costs related to customer service operations, station expenses, reservation systems and passenger re-accommodation/ re-booking on other carriers.
v3.25.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Schedule of Income from Continuing Operations before Provision for Income Taxes for Domestic and International Operations

Income from continuing operations before provision for income taxes for the Company's domestic and international operations was as follows (in thousands):

 

 

 

December 31,

 

 

 

2024

 

 

2023

 

Domestic

 

$

(72,132

)

 

$

(216,682

)

International

 

 

(3,063

)

 

 

(37,318

)

Loss before provision for income taxes

 

$

(75,195

)

 

$

(254,000

)

 
Schedule of Significant Components of the Provision for Income Taxes

Significant components of the provision for income taxes consist of the following (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Current:

 

 

 

 

 

 

Federal

 

$

—

 

 

$

—

 

State

 

 

8

 

 

 

17

 

Total

 

 

8

 

 

 

17

 

Deferred:

 

 

 

 

 

 

Federal

 

 

(235

)

 

 

(2,622

)

State

 

 

(60

)

 

 

(699

)

Total

 

 

(295

)

 

 

(3,321

)

Total tax expense (benefit)

 

$

(287

)

 

$

(3,304

)

 
Schedule of Effective Income Tax Rate Reconciliation The following table presents the principal reasons for the difference between the effective tax rate and the federal statutory income tax rate (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Pretax loss

 

$

(15,791

)

 

 

21.00

%

 

$

(53,340

)

 

 

21.00

%

State tax benefit

 

 

(2,910

)

 

 

3.87

%

 

 

(2,132

)

 

 

0.84

%

Foreign rate differential

 

 

—

 

 

 

—

%

 

 

6,962

 

 

 

(2.74

)%

Goodwill impairment

 

 

—

 

 

 

—

%

 

 

12,395

 

 

 

(4.88

)%

Transaction costs

 

 

—

 

 

 

—

%

 

 

3,712

 

 

 

(1.46

)%

Share based compensation

 

 

592

 

 

 

(0.79

)%

 

 

5,373

 

 

 

(2.12

)%

Change in fair value of financial instruments

 

 

2,464

 

 

 

(3.28

)%

 

 

4,153

 

 

 

(1.63

)%

Permanent difference

 

 

1,422

 

 

 

(1.89

)%

 

 

4,128

 

 

 

(1.63

)%

Uncertain tax positions

 

 

1,453

 

 

 

(1.93

)%

 

 

31,855

 

 

 

(12.54

)%

Change in valuation allowance

 

 

12,483

 

 

 

(16.60

)%

 

 

(16,410

)

 

 

6.46

%

Effective income tax rate

 

$

(287

)

 

 

0.38

%

 

$

(3,304

)

 

 

1.30

%

 

 
Schedule of Components of Deferred Tax Assets and Liabilities

Significant components of deferred tax assets and liabilities are as follows (in thousands):

 

 

 

As of December 31,

 

 

 

2024

 

 

2023

 

Accrued expenses and reserves

 

 

2,082

 

 

 

2,642

 

Stock compensation

 

 

1,316

 

 

 

3,518

 

Interest expense carryforward

 

 

3,229

 

 

 

1,565

 

Net operating loss carryforward

 

 

54,169

 

 

 

44,860

 

Capitalized research costs

 

 

5,102

 

 

 

2,946

 

Lease liabilities - operating leases

 

 

4,164

 

 

 

2,551

 

Deferred revenues

 

 

1,444

 

 

 

—

 

Other

 

 

156

 

 

 

—

 

Deferred Tax Assets, Gross

 

 

71,662

 

 

 

58,082

 

Valuation Allowance

 

 

(57,548

)

 

 

(45,065

)

Deferred Tax Assets, Net of Valuation Allowance

 

 

14,114

 

 

 

13,017

 

Depreciation and amortization differences

 

 

(10,302

)

 

 

(10,473

)

ROU assets - operating leases

 

 

(4,532

)

 

 

(3,404

)

Prepaid expenses

 

 

(321

)

 

 

(369

)

Other

 

 

—

 

 

 

(106

)

Total Deferred Tax Liabilities

 

 

(15,155

)

 

 

(14,352

)

Total Deferred Tax Assets (Liabilities), net

 

$

(1,041

)

 

$

(1,335

)

 
Schedule of Unrecognized Tax Benefits

The following is a tabular reconciliation of the total amount of the Company's unrecognized tax benefits for the year (in thousands):

 

 

 

2024

 

 

2023

 

Unrecognized tax benefits at January 1,

 

$

37,146

 

 

$

—

 

Additions for tax positions of prior years

 

 

1,833

 

 

 

36,857

 

Acquired tax positions

 

 

—

 

 

 

289

 

Unrecognized tax benefits at December 31,

 

$

38,979

 

 

$

37,146

 

 
v3.25.1
Supplemental Cash Flows (Tables)
 12 Months Ended
Dec. 31, 2024
Supplemental Cash Flow Elements [Abstract]  
Schedule of Supplemental Cash Flow

Supplemental Cash Flows for the year ended December 31, 2024 and 2023 (in thousands):

 

 

Year Ended December 31,

 

 

2024

 

 

2023

 

Supplemental cash flow information

 

 

 

 

 

 

Cash paid for interest

 

$

3,410

 

 

$

577

 

Supplemental schedule of non-cash investing and financing activities:

 

 

 

 

 

 

Issuance of SAFE notes

 

$

—

 

 

$

4,354

 

Conversion of convertible notes to Class B-6a redeemable convertible preferred shares

 

$

—

 

 

$

543

 

Conversion of convertible notes to Class B-5 redeemable convertible preferred shares

 

$

—

 

 

$

3,253

 

Conversion of convertible notes to Class B-6s redeemable convertible preferred shares

 

$

—

 

 

$

10,494

 

Conversion of redeemable convertible preferred shares to common shares

 

$

—

 

 

$

137,463

 

Issuance of Class B-6s convertible preferred shares in exchange for outstanding payables

 

$

—

 

 

$

202

 

Conversion of SAFE notes to common shares

 

$

—

 

 

$

63,509

 

Conversion of promissory notes to Class B-6s convertible preferred shares

 

$

—

 

 

$

5,260

 

Common stock issued under Share Purchase Agreement

 

$

—

 

 

$

13,020

 

Common stock issued for the acquisition of Southern

 

$

—

 

 

$

81,250

 

Common stock issued as settlement of advisor accrual

 

$

—

 

 

$

75

 

Common stock issued under Software License Agreement

 

$

9,574

 

 

$

2,000

 

Reclassification of aircraft deposits to data license fees

 

$

3,000

 

 

$

—

 

Shares received as consideration for Mandatory Convertible Security

 

$

1,796

 

 

$

—

 

Conversion of Mandatory Convertible Security to common shares

 

$

1,621

 

 

$

—

 

Conversion of LamVen Term Notes

 

$

7,473

 

 

$

—

 

Capitalized Interest on Convertible Notes

 

$

34

 

 

$

—

 

Right-of-use assets obtained in exchange for new operating lease liabilities

 

$

10,144

 

 

$

1,656

 

Right-of-use assets obtained in exchange for new finance lease liabilities

 

$

95

 

 

$

1,143

 

Purchases of property and equipment included in accounts payable

 

$

326

 

 

$

382

 

Prepaid expense and other current assets accrued in other current liabilities

 

$

—

 

 

$

1,989

 
v3.25.1
Net Loss per Share Applicable to Common Shareholders, Basic and Diluted (Tables)
 12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Schedule of Computation of Net Loss Per Share Applicable to Common Shareholders

The following table sets forth the computation of net loss per share applicable to common shareholders (in thousands, except share data):

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Net loss

 

$

(74,908

)

 

$

(250,696

)

Weighted-average number of common shares used in net loss per share applicable to common shareholders, basic and diluted

 

 

12,910,341

 

 

 

5,638,128

 

Net loss per share applicable to common shareholders, basic and diluted

 

$

(5.80

)

 

$

(44.46

)

 
Schedule of Anti-dilutive Potential Common Shares Excluded from Computation of Diluted net Loss Per Share

The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Excluded securities:

 

 

 

 

 

 

Options to purchase common shares

 

 

2,689,131

 

 

 

229,451

 

Warrants to purchase common shares

 

 

4,549,958

 

 

 

—

 

Restricted stock units

 

 

745,234

 

 

 

539,009

 

Unvested RSPAs

 

 

36,907

 

 

 

60,377

 

Convertible notes (as converted to common shares)

 

 

9,802,974

 

 

 

190,476

 

Mandatory Convertible Security

 

 

9,887,756

 

 

 

—

 

Total common shares equivalents

 

 

27,711,960

 

 

 

1,019,313

 
v3.25.1
Description of Business - Additional Information (Details)
 12 Months Ended
Nov. 14, 2024
USD ($)
Aug. 16, 2024
Jul. 27, 2023
USD ($)
$ / shares
shares
Jul. 21, 2023
Dec. 31, 2024
USD ($)
shares
Dec. 31, 2023
USD ($)
Aircrafts
shares
Sep. 29, 2023
shares
Sep. 18, 2023
shares
Jul. 24, 2023
Jun. 15, 2023
Feb. 08, 2023
shares
May 17, 2022
shares
May 15, 2018
USD ($)
Description of Business [Line Items]                          
Shares conversion ratio       0.0446                  
Unpaid federal excise taxes, including penalties and interest                         $ 1,900,000
Total outstanding federal excise tax liability including accrued penalties and interest         $ 7,729,000 $ 7,672,000              
Total outstanding property tax liability including penalties and interest         1,600,000 1,900,000              
Amount of property tax, interest and penalties related to tax lien         1,100,000                
Principal Amount Outstanding On Future Equity with Token allocation Note         500,000 500,000              
Proceeds from convertible notes         0 8,000,000              
Exchange of common stock, value           $ 202,000              
Common stock issued under Share Purchase Agreement | shares           13,020,000              
Proceeds from advances under Share Purchase Agreement         3,894,000 $ 10,200,000              
SPA | GEM and an Entity Affiliated with GEM                          
Description of Business [Line Items]                          
Share Purchase Agreement, commitment fee shares | shares             571,429 571,429     571,429 571,429  
Share Purchase Agreement, percentage of purchase commitment       0.75%         0.75% 0.75%      
Share Purchase Agreement with GEM                          
Description of Business [Line Items]                          
Share purchase agreement additional advance         $ 298,600,000                
Share Purchase Agreement, percentage of purchase commitment         0.00%                
Second Amended and Restated Share Purchase Agreement with GEM                          
Description of Business [Line Items]                          
Advances remain subject to negotiation           $ 10,200,000              
Senior Secured Term Loan Facility | Comvest Partners                          
Description of Business [Line Items]                          
Debt instrument , term 4 years       4 years                
Common Shares                          
Description of Business [Line Items]                          
Issuance of common stock for business acquisition (shares) | shares           2,321,423              
Reverse stock split   seven-for-one                      
Common Shares | SPA | GEM and an Entity Affiliated with GEM                          
Description of Business [Line Items]                          
Common stock issued under Share Purchase Agreement | shares     185,714                    
Convertible Note Purchase Agreement                          
Description of Business [Line Items]                          
Proceeds from convertible notes     $ 8,000,000     $ 8,000,000              
GEM Purchase Agreement                          
Description of Business [Line Items]                          
Proceeds from convertible notes         $ 2,500,000                
Exchange of common stock, value           $ 25,000,000              
Common stock that could be issued and sold | shares         46,428,571                
Value of amount of shares estimates to be sold under Share Purchase Agreement         $ 50,000,000                
Daily volume limitations to take draws under share purchase agreement | shares         293,000                
Term Loans | Senior Secured Term Loan Facility | Comvest Partners                          
Description of Business [Line Items]                          
Debt instrument , term         4 years                
Outstanding principal $ 44,500,000       $ 44,500,000                
Delayed Draw Commitments | Senior Secured Term Loan Facility | Comvest Partners                          
Description of Business [Line Items]                          
Outstanding principal $ 5,500,000       5,500,000                
Maximum [Member] | Share Purchase Agreement with GEM                          
Description of Business [Line Items]                          
Value of amount of shares estimates to be sold under Share Purchase Agreement         $ 97,500,000                
Share Purchase Agreement, percentage of purchase commitment         10.00%                
Maximum [Member] | GEM Purchase Agreement | Tranche One                          
Description of Business [Line Items]                          
Common stock that could be issued and sold | shares         42,857,143                
Southern                          
Description of Business [Line Items]                          
Business acquisition date     Jul. 27, 2023                    
Business acquisition, share price | $ / shares     $ 35                    
Issuance of common stock for business acquisition (shares) | shares     2,321,423                    
Aggregate merger consideration     $ 81,250,000                    
Business combination, shares issued | shares     2,321,428                    
Southern | Minimum [Member]                          
Description of Business [Line Items]                          
Number of aircrafts | Aircrafts           50              
Accrued Expenses                          
Description of Business [Line Items]                          
Total outstanding federal excise tax liability including accrued penalties and interest         $ 7,700,000                
v3.25.1
Summary of Significant Accounting Policies (Additional Information) (Details) - USD ($)
 3 Months Ended 12 Months Ended
Aug. 09, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Summary of Significant Accounting Policies [Line Items]        
Maximum unsettled amount receivable $ 5,000,000   $ 5,000,000  
Percentage of company revenues     39.00% 32.00%
Restricted cash   $ 700,000 $ 600,000 $ 700,000
Impairment of goodwill     0 60,045,000
Goodwill   0 0 0
Impairment charges     0 $ 0
Dividends declared or paid     $ 0  
Dividend yield     0.00% 0.00%
Threshold percentage of uncertian tax position recognized on settlement with tax authority     50.00%  
Southern Reporting Unit        
Summary of Significant Accounting Policies [Line Items]        
Impairment of goodwill   60,000,000    
Fair Value, Recurring        
Summary of Significant Accounting Policies [Line Items]        
Other long-term debt   $ 0 $ 0 $ 0
EAS Program        
Summary of Significant Accounting Policies [Line Items]        
Revenue, performance obligation, description of timing     2-4 years  
Minimum        
Summary of Significant Accounting Policies [Line Items]        
Finite-lived intangible asset estimated useful lives     2 years  
Vesting period     12 months  
Maximum        
Summary of Significant Accounting Policies [Line Items]        
Finite-lived intangible asset estimated useful lives     10 years  
Vesting period     48 months  
v3.25.1
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details)
Dec. 31, 2024
Aircraft, Equipment and Rotable Spares | Minimum  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 3 years
Aircraft, Equipment and Rotable Spares | Maximum  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 20 years
Leasehold Improvements  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 5 years
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember
Office, Vehicles and Ground Equipment | Minimum  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 3 years
Office, Vehicles and Ground Equipment | Maximum  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 5 years
Internal-use software  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 3 years
v3.25.1
Business Combination - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 5 Months Ended 12 Months Ended
Jul. 27, 2023
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Business Acquisition [Line Items]        
Common stock, par value   $ 0.0001 $ 0.0001 $ 0.0001
Repurchase of shares     57,666  
Repurchase of shares, value     $ 1,300  
Impairment of goodwill     0 $ 60,045
Southern        
Business Acquisition [Line Items]        
Business acquisition date Jul. 27, 2023      
Purchase consideration $ 81,250      
Issuance of common stock for business acquisition (shares) 2,321,423      
Common stock, par value $ 35      
Payments made to settlement of debt obligations $ 699      
Business combination, provisional information, initial accounting incomplete, adjustment, plant, property, and equipment   $ (300)    
Business combination, provisional information, initial accounting incomplete, adjustment, accounts receivable   400    
Business combination, provisional information, initial accounting incomplete, adjustment, deferred income tax liabilities   900    
Impairment of goodwill     $ 60,000  
Southern | EAS route contracts and tradenames        
Business Acquisition [Line Items]        
Business combination, provisional information, initial accounting incomplete, adjustment, identified intangible assets   $ (1,100)    
v3.25.1
Business Combination - Schedule of Purchase Consideration Allocated and Adjusted (Details) - USD ($)
Dec. 31, 2024
Dec. 31, 2023
Business Acquisition [Line Items]    
Goodwill $ 0 $ 0
Southern    
Business Acquisition [Line Items]    
Cash 1,377,000  
Accounts receivable, net 4,551,000  
Prepaid expenses and other current assets 4,326,000  
Property and equipment, net 37,108,000  
Operating lease right-of-use assets 13,214,000  
Finance lease right-of-use assets 303,000  
Acquisition-related intangibles 27,050,000  
Other assets 3,604,000  
Total assets 91,533,000  
Accounts payable 5,649,000  
Accrued expenses and other current liabilities 10,405,000  
Deferred revenue 7,337,000  
Current maturities of long-term debt 2,923,000  
Operating lease liabilities, current 3,624,000  
Finance lease liabilities, current 147,000  
Due to related parties, current 1,853,000  
Long-term debt, net of current maturities 24,123,000  
Operating lease liabilities, long term 6,836,000  
Finance lease liabilities, long term 175,000  
Due to related parties, long term 1,864,000  
Deferred tax liability 4,656,000  
Other noncurrent liabilities 37,000  
Total liabilities 69,629,000  
Fair value of net assets acquired 21,904,000  
Goodwill 60,045,000  
Total Purchase Consideration 81,949,000  
Southern | Preliminary Balance    
Business Acquisition [Line Items]    
Cash 1,377,000  
Accounts receivable, net 4,155,000  
Prepaid expenses and other current assets 4,326,000  
Property and equipment, net 37,372,000  
Operating lease right-of-use assets 13,214,000  
Finance lease right-of-use assets 303,000  
Acquisition-related intangibles 28,150,000  
Other assets 3,604,000  
Total assets 92,501,000  
Accounts payable 5,649,000  
Accrued expenses and other current liabilities 10,405,000  
Deferred revenue 7,329,000  
Current maturities of long-term debt 2,923,000  
Operating lease liabilities, current 3,624,000  
Finance lease liabilities, current 147,000  
Due to related parties, current 1,853,000  
Long-term debt, net of current maturities 24,123,000  
Operating lease liabilities, long term 6,836,000  
Finance lease liabilities, long term 175,000  
Due to related parties, long term 1,864,000  
Deferred tax liability 3,750,000  
Other noncurrent liabilities 37,000  
Total liabilities 68,715,000  
Fair value of net assets acquired 23,786,000  
Goodwill 58,163,000  
Total Purchase Consideration 81,949,000  
Southern | Measurement Period Adjustments    
Business Acquisition [Line Items]    
Accounts receivable, net 396,000  
Property and equipment, net (264,000)  
Acquisition-related intangibles (1,100,000)  
Total assets (968,000)  
Deferred revenue 8,000  
Deferred tax liability 906,000  
Total liabilities 914,000  
Fair value of net assets acquired (1,882,000)  
Goodwill $ 1,882,000  
v3.25.1
Business Combination - Schedule of Purchase Consideration Allocated to Acquired Intangible Assets (Details) - Southern
$ in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]  
Fair Value $ 27,050
EAS Contracts  
Acquired Finite-Lived Intangible Assets [Line Items]  
Fair Value $ 25,770
Weighted- Average Estimated Useful Life 10 years
Tradename and Trademarks  
Acquired Finite-Lived Intangible Assets [Line Items]  
Fair Value $ 1,280
Weighted- Average Estimated Useful Life 4 years
v3.25.1
Business Combination - Schedule of Revenue and Net Loss (Details)
$ in Thousands
 5 Months Ended
Dec. 31, 2023
USD ($)
Business Combination, Separately Recognized Transactions [Line Items]  
Revenue $ 37,371
Net Loss $ (4,870)
v3.25.1
Business Combination - Summary of Pro Forma Information (Details) - Southern
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
Business Acquisition Pro Forma Information [Line Items]  
Revenue $ 112,869
Net loss $ (184,596)
v3.25.1
Prepaids and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Prepaid Expense and Other Assets, Current [Abstract]    
Prepaid Insurance $ 766 $ 2,306
Prepaid software 2,177 2,647
Prepaid marketing 2,434 2,406
Engine reserves 1,667 1,150
Vendor operator prepayments 744 634
Prepaid fuel 39 301
Other 684 1,607
Total prepaid expenses and other current assets $ 8,511 $ 11,051
v3.25.1
Property, Plant and Equipment, Net - Summary of Property Plant And Equipment Net (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 48,478 $ 48,362
Accumulated depreciation (6,265) (2,371)
Property and equipment, net 42,213 45,991
Aircraft, Equipment and Rotable Spares    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 40,290 39,196
Equipment Purchase Deposits    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 2,000 5,000
Leasehold Improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 2,301 2,479
Office, Vehicles and Ground Equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 1,158 1,179
Internal-Use Software    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 2,729 $ 508
v3.25.1
Property, Plant and Equipment, Net - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 48,478 $ 48,362
Gains on disposal of property and equipment 743 0
Gain on sale-leaseback transactions 379  
Equipment Purchase Deposits    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 2,000 5,000
Depreciation and Amortization Expense    
Property, Plant and Equipment [Line Items]    
Depreciation expense $ 4,700 $ 1,800
v3.25.1
Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, gross $ 37,457 $ 37,474
Accumulated amortization (14,339) (10,811)
Intangible assets, net 23,118 26,663
EAS Contracts    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, gross 25,770 25,770
Tradenames and Trademarks    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, gross 8,340 8,340
Software    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, gross 3,122 3,122
Other Intangibles    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, gross $ 225 $ 242
v3.25.1
Intangible Assets, Net - Additional Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
Amortization expense $ 3.5 $ 1.8
v3.25.1
Intangible Assets, Net - Schedule of Expected Future Amortization (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
2025 $ 3,051  
2026 2,915  
2027 2,764  
2028 2,577  
2029 2,577  
Thereafter 9,234  
Intangible assets, net $ 23,118 $ 26,663
v3.25.1
Goodwill - Schedule of Change in Goodwill (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
Beginning of period $ 0  
Addition from Southern Acquisition 0 $ 60,045,000
Impairment 0 (60,045,000)
End of period $ 0 $ 0
v3.25.1
Other Assets - Schedule of Other Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Other Assets [Abstract]    
Security deposits - aircraft operating leases $ 1,971 $ 1,037
Cloud-hosted software 1,921 1,829
Credit card holdback 1,255 1,748
Security deposits - other 566 590
Other 410 523
Total other assets $ 6,123 $ 5,727
v3.25.1
Leases - Supplemental Balance Sheet Information (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Supplemental Balance Sheet Information [Line Items]    
Operating lease right-of-use assets $ 17,046 $ 12,818
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Operating lease right-of-use assets Operating lease right-of-use assets
Operating lease liabilities, current $ 4,120 $ 4,104
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Operating lease liabilities, current Operating lease liabilities, current
Lease liabilities, long term $ 11,540 $ 5,507
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Lease liabilities, long term Lease liabilities, long term
Total lease liabilities $ 17,333 $ 12,970
Due to Related Parties, Current    
Supplemental Balance Sheet Information [Line Items]    
Operating lease liabilities, current 1,216 1,686
Due to Related Parties, Long Term    
Supplemental Balance Sheet Information [Line Items]    
Lease liabilities, long term $ 457 $ 1,673
v3.25.1
Leases - Lease Term and Discount Rate (Details)
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
Weighted average remaining lease term 4 years 3 months 14 days 2 years 6 months 18 days
Weighted average discount rate 8.68% 7.96%
v3.25.1
Leases - Components of Lease Cost (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Components Of Lease Cost [Line Items]    
Total lease cost $ 16,715 $ 7,466
Aircraft    
Components Of Lease Cost [Line Items]    
Operating lease cost 11,123 3,469
Cost of Revenue    
Components Of Lease Cost [Line Items]    
Lease cost, short term 548 1,827
Engine reserves 3,475 1,518
Cost of Revenue | Non Aircraft    
Components Of Lease Cost [Line Items]    
Operating lease cost 781 163
General and Administrative    
Components Of Lease Cost [Line Items]    
Operating lease cost 607 333
Lease cost, short term $ 181 $ 156
v3.25.1
Leases - Supplemental Disclosures of Cash Flow and Other Information Related to Leases (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
Cash paid for operating lease liabilities $ 7,889 $ 3,044
Non-cash transactions - operating lease assets obtained in exchange for operating lease liabilities $ 11,606 $ 1,858
v3.25.1
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
2025 $ 6,561  
2026 4,603  
2027 3,158  
2028 2,219  
2029 2,218  
Thereafter 1,931  
Total lease payment, undiscounted 20,690  
Less: imputed interest 3,357  
Total $ 17,333 $ 12,970
v3.25.1
Leases - Additional Information (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
Leases [Abstract]  
Sales proceeds $ 8,700
Gain on sale-leaseback transactions $ 379
Sale lease term 6 years
v3.25.1
Leases - Supplemental Balance Sheet Information Related to Finance Leases (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
Finance lease right-of-use assets $ 1,115 $ 1,343
Finance lease liabilities, current 265 215
Finance lease liabilities, long term 948 1,137
Total finance lease liabilities $ 1,213 $ 1,352
v3.25.1
Leases - Lease Term and Discount Rate Finance (Details)
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
Weighted average remaining lease term 4 years 2 months 12 days 5 years 3 months 18 days
Weighted average discount rate 11.37% 11.45%
v3.25.1
Leases - Supplemental Disclosures of Cash Flow and Other Information Related to Finance Leases (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
Cash paid for finance lease liabilities $ 234 $ 113
Non-cash transactions - Finance lease assets obtained in exchange for finance lease liabilities $ 95 $ 1,143
v3.25.1
Leases - Maturities of Finance Lease Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
2025 $ 389  
2026 372  
2027 336  
2028 264  
2029 176  
Total lease payment, undiscounted 1,537  
Less: imputed interest 324  
Total $ 1,213 $ 1,352
v3.25.1
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Accrued compensation and benefits $ 5,940 $ 26,751
Accrued professional services 10,431 11,473
Excise and franchise taxes payable 7,729 7,672
Collateralized borrowings 5,842 2,977
Software license fee payable 9,953 2,000
Aircraft contract termination payable 0 1,454
Accrued Monarch legal settlement 1,314 1,314
Insurance premium liability 0 1,131
Accrued major maintenance 427 980
Interest and commitment fee payable 114 190
Statutory penalties 88 520
Other accrued liabilities 3,658 3,120
Accrued Liabilities and Other Liabilities, Total $ 45,496 $ 59,582
v3.25.1
Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Aug. 09, 2024
Dec. 31, 2024
Accounts Receivable Financing Arrangement [Line Items]    
Maximum unsettled amount receivable $ 5,000 $ 5,000
Outstanding amount due under the facility   2,800
Estimated accrued professional fees due under the agreements over the next five years   7,100
Southern Airways Express    
Accounts Receivable Financing Arrangement [Line Items]    
Total borrowings   50,300
Settled through the transfer of pledged receivables   47,500
Interest expense incurred   471
Advances received related to employee retention credit filings   3,000
Collateralized borrowings value of credit to be received   $ 3,000
Southern Airways Express | Prime Rate    
Accounts Receivable Financing Arrangement [Line Items]    
Interest rate   1.00%
Debt instrument interest rate discription   prime rate plus 1
v3.25.1
Financing Arrangements - Summary of Long-Term Debt Obligations (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Long-term debt, gross $ 62,426 $ 25,794
Current maturities of long-term debt (2,543) (5,177)
Long-term debt, net of current maturities 59,883 20,617
Note Payable to a Financing Company, Fixed Interest Rate of 7.60%, Due November 2024    
Debt Instrument [Line Items]    
Long-term debt, gross 0 257
Note Payable to Bank, Fixed Interest Rate of 4.65%, Due November 2025    
Debt Instrument [Line Items]    
Long-term debt, gross 8 15
Note Payable to a Financing Company, Fixed Interest Rate of 5.49%, Due December 2026    
Debt Instrument [Line Items]    
Long-term debt, gross 120 184
Notes Payable to Clarus Capital, Fixed Interest Rate of 8.66%, Due April, June and September 2027    
Debt Instrument [Line Items]    
Long-term debt, gross 14,022 16,476
Note Payable To Skywest Fixed Interest Rate of 4%, Due April 2028    
Debt Instrument [Line Items]    
Long-term debt, gross 2,497 5,656
Note Payable to Tecnam, Fixed Interest Rate of 6.75%, Due July and August 2032    
Debt Instrument [Line Items]    
Long-term debt, gross 2,962 3,206
Credit Agreement To Comvest Partners, Floating Interest Rate Of Sofr + 5%, Due November 2028    
Debt Instrument [Line Items]    
Long-term debt, gross 44,984 0
Debt Issuance Costs    
Debt Instrument [Line Items]    
Long-term debt, gross $ 2,167 $ 0
v3.25.1
Financing Arrangements - Summary of Long-Term Debt Obligations (Parenthetical) (Details)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Note Payable to a Financing Company, Fixed Interest Rate of 7.60%, Due November 2024    
Debt Instrument [Line Items]    
Interest rate, stated percentage 7.60% 7.60%
Maturity date Nov. 30, 2024 Nov. 30, 2024
Note Payable to Bank, Fixed Interest Rate of 4.65%, Due November 2025    
Debt Instrument [Line Items]    
Interest rate, stated percentage 4.65% 4.65%
Maturity date Nov. 30, 2025 Nov. 30, 2025
Note Payable to a Financing Company, Fixed Interest Rate of 5.49%, Due December 2026    
Debt Instrument [Line Items]    
Interest rate, stated percentage 5.49% 5.49%
Maturity date Dec. 31, 2026 Dec. 31, 2026
Notes Payable to Clarus Capital, Fixed Interest Rate of 8.66%, Due April, June and September 2027 | Maturity One    
Debt Instrument [Line Items]    
Interest rate, stated percentage 8.66% 8.66%
Maturity date Apr. 30, 2027 Apr. 30, 2027
Notes Payable to Clarus Capital, Fixed Interest Rate of 8.66%, Due April, June and September 2027 | Maturity Two    
Debt Instrument [Line Items]    
Interest rate, stated percentage 8.66% 8.66%
Maturity date Jun. 30, 2027 Jun. 30, 2027
Notes Payable to Clarus Capital, Fixed Interest Rate of 8.66%, Due April, June and September 2027 | Maturity Three    
Debt Instrument [Line Items]    
Interest rate, stated percentage 8.66% 8.66%
Maturity date Sep. 30, 2027 Sep. 30, 2027
Note Payable To Skywest Fixed Interest Rate of 4%, Due April 2028    
Debt Instrument [Line Items]    
Interest rate, stated percentage 4.00% 4.00%
Maturity date Apr. 30, 2028 Apr. 30, 2028
Note Payable to Tecnam, Fixed Interest Rate of 6.75%, Due July and August 2032 | Maturity One    
Debt Instrument [Line Items]    
Interest rate, stated percentage 6.75% 6.75%
Maturity date Jul. 31, 2032 Jul. 31, 2032
Note Payable to Tecnam, Fixed Interest Rate of 6.75%, Due July and August 2032 | Maturity Two    
Debt Instrument [Line Items]    
Interest rate, stated percentage 6.75% 6.75%
Maturity date Aug. 30, 2032 Aug. 30, 2032
Credit Agreement To Comvest Partners, Floating Interest Rate Of Sofr + 5%, Due November 2028    
Debt Instrument [Line Items]    
Interest rate, stated percentage 5.00% 5.00%
Maturity date Aug. 30, 2032 Aug. 30, 2032
v3.25.1
Financing Arrangements - Summary of Future Maturities of Total Long-Term Debt (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Debt Disclosure [Abstract]  
2025 $ 2,543
2026 2,676
2027 12,032
2028 45,669
2029 421
Thereafter 1,252
Total $ 64,593
v3.25.1
Financing Arrangements - Additional Information (Details) - USD ($)
 12 Months Ended 17 Months Ended
Nov. 14, 2024
Jul. 27, 2023
Jun. 21, 2023
Jun. 15, 2023
Jun. 01, 2023
Apr. 30, 2023
Jan. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Jul. 21, 2023
Debt Instrument [Line Items]                      
Proceeds from Issuance of Common Stock               $ 0 $ 25,000,000    
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] Lam Ven Member                    
Fair value of convertible notes               $ 7,347,000 $ 7,715,000 $ 7,347,000  
Common stock, shares issued               16,933,692 10,878,633 16,933,692  
Proceeds from Convertible Debt               $ 0 $ 8,000,000    
Number of common stock issued                 13,020,000    
SAFE Notes                      
Debt Instrument [Line Items]                      
Aggregate principal amount                     $ 15,000,000
Price per share   $ 35                  
Outstanding principal   $ 56,400,000                  
Percentage of contractual discount on share settlements   35.00%                  
PFG Convertible Note Purchase Agreement                      
Debt Instrument [Line Items]                      
Aggregate principal amount $ 8,000,000                    
Long term debt floor rate percentage 1.00%                    
Interest rate 5.00%                    
Debt Instrument, Interest Rate During Period 9.75%                    
Conversion of outstanding amount to common stock $ 42                    
Convertible Note Purchase Agreement                      
Debt Instrument [Line Items]                      
Fair value of convertible notes               $ 7,347,000 $ 7,715,000 $ 7,347,000  
Proceeds from Convertible Debt   $ 8,000,000             $ 8,000,000    
Price per share   $ 35                  
Exchange of common stock, share                   196,476  
LamJam                      
Debt Instrument [Line Items]                      
Amounts of transaction       $ 6,900,000              
Amount funded through cancellation of promissory note       3,470,000              
Proceeds from Issuance of Common Stock       3,470,000              
LamJam | SAFE Notes                      
Debt Instrument [Line Items]                      
Amounts of transaction       $ 6,900,000              
Common stock, shares issued       304,658              
Partners for Growth V, L.P. | Convertible Note Purchase Agreement | Senior Unsecured Convertible Promissory Note                      
Debt Instrument [Line Items]                      
Aggregate principal amount     $ 8,000,000                
Interest rate, stated percentage     9.75%                
Maturity date     Dec. 31, 2024                
Debt instrument percentage equal to opening trading price     120.00%                
Comvest Partners | Senior Secured Term Loan Facility                      
Debt Instrument [Line Items]                      
Debt instrument , term 4 years             4 years      
Long term debt floor rate percentage 1.00%                    
Interest rate 5.00%                    
Prepayment premium period 18 months                    
Percentage of fee on aggregate loans and commitments 1.50%                    
Maturity date Nov. 14, 2028                    
Proceeds from debt net of issuance costs               $ 42,700      
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] us-gaap:SecuredOvernightFinancingRateSofrMember                    
Comvest Partners | Senior Secured Term Loan Facility | Term Loans                      
Debt Instrument [Line Items]                      
Debt instrument , term               4 years      
Outstanding principal $ 44,500,000             $ 44,500,000   $ 44,500,000  
Comvest Partners | Senior Secured Term Loan Facility | Delayed Draw Commitments                      
Debt Instrument [Line Items]                      
Aggregate principal amount               500,000   500,000  
Outstanding principal $ 5,500,000             $ 5,500,000   $ 5,500,000  
2020 Convertible Note                      
Debt Instrument [Line Items]                      
Percentage of compound interest rate per annum               6.25%   6.25%  
Monthly payment               $ 5,000      
2017 Convertible Note                      
Debt Instrument [Line Items]                      
Conversion of convertible notes to convertible preferred shares, (in Shares)         31,842,737 1,383,342          
Common Stock                      
Debt Instrument [Line Items]                      
Proceeds from Issuance of Common Stock             $ 300,000        
Common stock discount percenatge       20.00%     20.00%        
Common Stock | SAFE Notes                      
Debt Instrument [Line Items]                      
Common stock, shares issued                     659,340
Number of common stock issued   2,480,765                  
Common Stock | 2020 Convertible Note                      
Debt Instrument [Line Items]                      
Common stock, shares issued           8,822          
Common Stock | 2017 Convertible Note                      
Debt Instrument [Line Items]                      
Common stock, shares issued         203,094            
IPO | Common Stock                      
Debt Instrument [Line Items]                      
Common stock discount percenatge       35.00%     35.00%        
v3.25.1
Financing Arrangements - Summary of Fair Value of Convertible Notes (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Fair value of convertible notes $ 7,347 $ 7,715
Convertible Note Purchase Agreement    
Debt Instrument [Line Items]    
Fair value of convertible notes $ 7,347 $ 7,715
v3.25.1
Financing Arrangements - Summary of Fair Value of SAFE and SAFE - T Notes (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Fair value of SAFE and SAFE - T notes $ 13 $ 25
Less: SAFE notes at fair value, current (2,543) (5,177)
SAFE and SAFE - T Notes    
Debt Instrument [Line Items]    
Less: SAFE notes at fair value, current (13) (25)
SAFE-T | SAFE and SAFE - T Notes    
Debt Instrument [Line Items]    
Fair value of SAFE and SAFE - T notes $ 13 $ 25
v3.25.1
Share Purchase Agreement, GEM Purchase, and Mandatory Convertible Security - Additional Information (Details) - USD ($)
 12 Months Ended
Aug. 07, 2024
Mar. 01, 2024
Jul. 27, 2023
Jan. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Oct. 03, 2023
Sep. 29, 2023
Sep. 18, 2023
Aug. 02, 2023
Jul. 24, 2023
Jul. 21, 2023
Jun. 15, 2023
Feb. 08, 2023
May 17, 2022
Dec. 31, 2020
Share Purchase Agreement [Line Items]                                
Common stock, shares issued           13,020,000                    
Proceeds from issuance of common stock         $ 0 $ 25,000,000                    
Number of ordinary shares re-issued         16,933,692 10,878,633                    
Fully-diluted ordinary shares outstanding         16,933,692 10,878,633                    
Exchange of common stock, value           $ 202,000                    
Common stock, par value         $ 0.0001 $ 0.0001                    
Convertible notes at fair value, current         $ 0 $ 7,715,000                    
Proceeds from Convertible Debt         0 8,000,000                    
Mandatory Convertible Security Purchase Agreement (the "MCSPA")                                
Share Purchase Agreement [Line Items]                                
Convertible notes at fair value, current $ 16,400,000       23,200,000                      
Change in fair value         11,700,000                      
Common Shares                                
Share Purchase Agreement [Line Items]                                
Proceeds from issuance of common stock       $ 300,000                        
Common Shares | Mandatory Convertible Security Purchase Agreement (the "MCSPA")                                
Share Purchase Agreement [Line Items]                                
Exchange of common stock, value         $ 1,600,000                      
Exchange of common stock, share         1,142,857                      
GEM Purchase Agreement                                
Share Purchase Agreement [Line Items]                                
Exchange of common stock, value     $ 25,000,000                          
Exchange of common stock, share     142,857                          
GEM Purchase Agreement, registration statement requirement                   142,857            
GEM and an Entity Affiliated with GEM                                
Share Purchase Agreement [Line Items]                                
Share Purchase Agreement, first advance received               $ 4,500,000                
GEM | Security Purchase Agreement                                
Share Purchase Agreement [Line Items]                                
Common stock, shares issued         236,535                      
Proceeds from issuance of common stock         $ 1,400,000                      
Exchange of common stock, value         $ 2,500,000                      
Exchange of common stock, share         1,311,235                      
GEM | Mandatory Convertible Security Purchase Agreement (the "MCSPA")                                
Share Purchase Agreement [Line Items]                                
Maturity date Aug. 07, 2029                              
Sale price of common shares   $ 31.15                            
Remaining outstanding par amount payment percentage   115.00%                            
Increase in remaining outstanding par amount   15.00%                            
Ownership percentage of common shares outstanding after conversion   4.99%                            
GEM | Common Shares | Mandatory Convertible Security Purchase Agreement (the "MCSPA")                                
Share Purchase Agreement [Line Items]                                
Share Purchase Agreement, cash consideration $ 300,000,000                              
Share Purchase Agreement, advance receivable $ 100,000                              
Exchange of common stock, share   1,142,857                            
Common stock, par value   $ 0.0001                            
Number of shares delivered 900,000                              
Maximum [Member] | GEM | Mandatory Convertible Security Purchase Agreement (the "MCSPA")                                
Share Purchase Agreement [Line Items]                                
Share Purchase Agreement, cash consideration $ 400,000,000                              
Exchange of common stock, value   $ 35,200,000                            
Change in ownership percentage of common shares outstanding after conversion   9.99%                            
SPA | GEM and an Entity Affiliated with GEM                                
Share Purchase Agreement [Line Items]                                
Share Purchase Agreement, cash consideration                 $ 400,000,000         $ 400,000,000 $ 400,000,000 $ 200,000,000
Share Purchase Agreement, percentage of purchase commitment                     0.75% 0.75% 0.75%      
Share Purchase Agreement, commitment fee value                 $ 4,000,000         $ 4,000,000 $ 4,000,000  
Share Purchase Agreement, commitment fee shares               571,429 571,429         571,429 571,429  
Contractual Discount Percentage         10.00%                      
Maximum share ownership percentage         10.00%                      
Share Purchase Agreement, advance receivable         $ 100,000,000                      
Share Purchase Agreement, installments of individual advances                 $ 25,000,000         $ 25,000,000 $ 25,000,000  
Share Purchase Agreement, installments of individual first advances                 $ 7,500,000         $ 7,500,000 $ 7,500,000  
Share Purchase Agreement, total request amount               $ 7,500,000                
Share Purchase Agreement, remaining amount received             $ 3,000,000                  
Fair value of liability under share purchase agreement         $ 0 $ 11,300,000                    
Number of ordinary shares re-issued                   185,714            
Fully-diluted ordinary shares outstanding                     185,714 185,714 185,714      
SPA | GEM and an Entity Affiliated with GEM | Common Shares                                
Share Purchase Agreement [Line Items]                                
Common stock, shares issued     185,714                          
Share Subscription Facility | GEM and an Entity Affiliated with GEM                                
Share Purchase Agreement [Line Items]                                
Share Purchase Agreement, cash consideration                     $ 25,000,000 $ 25,000,000 $ 25,000,000      
Share Purchase Agreement, aggregate shares                     142,857 142,857 142,857      
Share Purchase Agreement, registration statement requirement                     142,857 142,857 142,857      
v3.25.1
Share Purchase Agreement, GEM Purchase, and Mandatory Convertible Security - Summary of Significant Inputs in Determining Period End Fair Values of Mandatory Convertible Security (Details)
Dec. 31, 2024
Aug. 07, 2024
Par Amount    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Significant inputs 38,615 35,200
Probability of Default    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Significant inputs   0.158
Expected Volatility    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Significant inputs 1.557 1.306
Discount Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Significant inputs 0.043 0.038
Share Price    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Significant inputs 5.39 1.995
v3.25.1
Fair Value Measurements - Summary of Company's Financial Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total financial liabilities $ 80,581 $ 19,073
Convertible Notes at Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total financial liabilities 7,347 7,715
SAFE Notes at Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total financial liabilities 13 25
LamVen Note    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total financial liabilities 50,000  
GEM Derivative Liability    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total financial liabilities 23,221 11,333
Level 3    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total financial liabilities 80,581 19,073
Level 3 | Convertible Notes at Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total financial liabilities 7,347 7,715
Level 3 | SAFE Notes at Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total financial liabilities 13 25
Level 3 | LamVen Note    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total financial liabilities 50,000  
Level 3 | GEM Derivative Liability    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total financial liabilities $ 23,221 $ 11,333
v3.25.1
Fair Value Measurements - Schedule of Reconciliation of Activity and Changes in Fair Value for Company's Convertible Loans and Redeemable Convertible Preferred Stock Warrant Liability (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
Convertible Notes at Fair Value  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Beginning Balance $ 7,715
Borrowings on convertible notes 34
Change in fair value (402)
Ending Balance 7,347
SAFE Notes  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Beginning Balance 25
Change in fair value (12)
Ending Balance 13
LamVen Note  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
LamVen Note exchange 50,000
Ending Balance 50,000
Mandatory Convertible Security  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Settlement in common shares (1,621)
Change in fair value 11,713
Issuance of Mandatory Convertible Security 13,129
Ending Balance 23,221
GEM Derivative Liability  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Beginning Balance 11,333
Advances received on share purchase agreement 2,500
Draws on share purchase agreement 1,393
Settlement in common shares (4,326)
Change in fair value 433
Issuance of Mandatory Convertible Security $ (11,333)
v3.25.1
Fair Value Measurements - Summary of Carrying Amounts and Fair Values of Long-term Debt Obligations (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total $ 13 $ 25
Carrying Amount | Long-term Debt, Including Current Maturities    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total 64,593 25,794
Fair Value | Long-term Debt, Including Current Maturities    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total $ 64,707 $ 26,036
v3.25.1
Warrants - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Jul. 21, 2023
Class of Warrant or Right [Line Items]      
Common stock, shares issued 16,933,692 10,878,633  
Proceeds from issuance of common stock $ 0 $ 25,000  
Convertible Preferred Share Warrants      
Class of Warrant or Right [Line Items]      
Warrants issued 0    
Converted preferred share warrants     17,276
Exercise price of warrant per share $ 267.61    
Convertible Preferred Share Warrants | Class B2 Preferred Warrants      
Class of Warrant or Right [Line Items]      
Warrants issued 805,823    
Warrants outstanding 805,823    
Convertible Preferred Share Warrants | Class B3 Preferred Warrants      
Class of Warrant or Right [Line Items]      
Warrants issued 410,123    
Warrants outstanding 410,123    
Convertible Preferred Share Warrants | Class B4 Preferred Warrants      
Class of Warrant or Right [Line Items]      
Warrants issued 1,493,015    
Warrants outstanding 1,493,015    
Ordinary Share Warrants      
Class of Warrant or Right [Line Items]      
Common stock, shares issued   672,509  
Proceeds from issuance of common stock   $ 128  
Ordinary Share Warrants | 2017 Convertible Note      
Class of Warrant or Right [Line Items]      
Warrants outstanding   20,487  
Ordinary Share Warrants | Minimum      
Class of Warrant or Right [Line Items]      
Warrants exercisable term 7 years    
Exercise price of warrant per share   $ 1.54  
Ordinary Share Warrants | Maximum      
Class of Warrant or Right [Line Items]      
Warrants exercisable term 10 years    
Exercise price of warrant per share   $ 32.9  
v3.25.1
Commitments and Contingencies - Additional Information (Details)
 1 Months Ended 12 Months Ended 58 Months Ended 84 Months Ended
Feb. 23, 2024
USD ($)
Oct. 17, 2023
USD ($)
Jul. 27, 2023
shares
Nov. 14, 2022
USD ($)
shares
Oct. 10, 2022
USD ($)
Sep. 15, 2022
USD ($)
Caravan
Nov. 08, 2021
USD ($)
May 18, 2021
USD ($)
Agreement
May 15, 2018
USD ($)
May 31, 2024
USD ($)
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
shares
Dec. 31, 2023
USD ($)
$ / shares
May 07, 2028
USD ($)
May 07, 2028
USD ($)
Aug. 09, 2024
USD ($)
Jun. 30, 2024
USD ($)
Commitments And Contingencies [Line Item]                                  
Aggregate purchase amount                       $ 11,758,000 $ 7,588,000        
Proposed civil penalty $ 300,000                                
Litigation settlement, expense $ 88,000                                
Maximum civil penalty per flight   $ 14,950                              
Finalised civil penalty                   $ 16,000              
Tax commitment including penalties and interest                 $ 1,900,000                
Outstanding federal excise tax liability including accrued penalties and interest                       7,700,000 7,600,000        
Outstanding property tax liability including penalties and interest.                       1,600,000 $ 1,900,000        
Merger Agreement with Tuscan Holdings Corp II                                  
Commitments And Contingencies [Line Item]                                  
Cash to be paid upon triggering event       $ 700,000                          
Merger Agreement with Tuscan Holdings Corp II | Common Stock                                  
Commitments And Contingencies [Line Item]                                  
Business acquisition, share price | $ / shares                         $ 35        
Equity instruments to be issued as part of business combination | shares     90,714                            
Contract termination expense                         $ 3,200,000        
Minimum [Member] | Merger Agreement with Tuscan Holdings Corp II | Common Stock                                  
Commitments And Contingencies [Line Item]                                  
Equity instruments to be issued as part of business combination | shares       85,714                          
Maximum [Member] | Merger Agreement with Tuscan Holdings Corp II | Common Stock                                  
Commitments And Contingencies [Line Item]                                  
Equity instruments to be issued as part of business combination | shares       90,714                          
Sales and Marketing Agreement                                  
Commitments And Contingencies [Line Item]                                  
License fees payable           $ 40,000,000                      
Jetstream Agreement | Minimum [Member]                                  
Commitments And Contingencies [Line Item]                                  
Usage obligation         $ 120,000,000                        
Jetstream Agreement | Maximum [Member]                                  
Commitments And Contingencies [Line Item]                                  
Aggregate purchase amount         $ 450,000,000                        
Offer-In-Compromise ("OIC")                                  
Commitments And Contingencies [Line Item]                                  
Payments on historical excise tax liabilities                                 $ 34,000
Textron Agreement                                  
Commitments And Contingencies [Line Item]                                  
License fees payable           $ 60,000,000                      
License fee remaining payments                       9,500,000          
Remaining license fee payable                       35,000,000          
Textron Agreement | Technology and development expenses                                  
Commitments And Contingencies [Line Item]                                  
License fees payable                         12,500,000        
Textron Agreement | Aircraft Purchase Agreement | Caravans                                  
Commitments And Contingencies [Line Item]                                  
Option to purchase additional caravans, Number | Caravan           90                      
Aggregate purchase amount           $ 297,000,000                      
Textron Agreement | Aircraft Purchase Agreement | Specifically Configured Caravans                                  
Commitments And Contingencies [Line Item]                                  
License fees payable                       2,000,000          
Option to purchase additional caravans, Number | Caravan           26                      
Caravan purchase period           7 years                      
Textron Agreement | Aircraft Purchase Agreement | Specifically Configured Caravans | Minimum [Member]                                  
Commitments And Contingencies [Line Item]                                  
Aggregate purchase amount           $ 85,800,000                      
Textron Agreement | Scenario Forecast | Aircraft Purchase Agreement | Specifically Configured Caravans                                  
Commitments And Contingencies [Line Item]                                  
Additional license fee payable                     $ 8,000,000            
Palantir Joint Venture | Maximum [Member]                                  
Commitments And Contingencies [Line Item]                                  
Payment for software service                               $ 5,000,000  
Palantir Technologies Inc                                  
Commitments And Contingencies [Line Item]                                  
Outstanding payables settled                       $ 9,600,000          
Shares issued | shares                       2,990,386          
Remaining commitments                       $ 27,400,000          
Palantir Technologies Inc | Software License Agreements                                  
Commitments And Contingencies [Line Item]                                  
Number of agreements executed | Agreement               2                  
Term of agreement               7 years                  
Total software cost               $ 11,000,000                  
Payment for software service                       $ 3,100,000 $ 2,500,000        
Palantir Technologies Inc | Software License Agreements | Scenario Forecast                                  
Commitments And Contingencies [Line Item]                                  
Total software cost                           $ 39,000,000 $ 50,000,000    
Rise Parties                                  
Commitments And Contingencies [Line Item]                                  
Payment of actual damages             $ 1,000,000                    
Pre-judgment interest             200,000                    
Rise Parties | Attorneys' Fees                                  
Commitments And Contingencies [Line Item]                                  
Litigation settlement, expense             60,000.00                    
Rise Parties | Court Costs                                  
Commitments And Contingencies [Line Item]                                  
Litigation settlement, expense             $ 3,000.000                    
v3.25.1
Disaggregated Revenue - Summary of Disaggregated Revenue (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Disaggregation of Revenue [Line Items]    
Revenue $ 119,425 $ 60,505
Scheduled    
Disaggregation of Revenue [Line Items]    
Revenue 90,735 39,397
On Demand    
Disaggregation of Revenue [Line Items]    
Revenue $ 28,690 $ 21,108
v3.25.1
Disaggregated Revenue - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Disaggregation of Revenue [Line Items]    
Revenue recognized $ (66,878) $ (40,884)
Passenger    
Disaggregation of Revenue [Line Items]    
Revenue recognized $ 15,500 7,600
Passenger | Minimum    
Disaggregation of Revenue [Line Items]    
Contract duration 1 year  
Passenger | Maximum    
Disaggregation of Revenue [Line Items]    
Contract duration 2 years  
Other Long Term Liabilities    
Disaggregation of Revenue [Line Items]    
Long term performance obligations for contractually committed revenues $ 0 $ 2,700
v3.25.1
Disaggregated Revenue - Summary of Deferred Revenue (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Disaggregation of Revenue [Abstract]    
Deferred revenue, beginning of period $ 21,725 $ 9,568
Acquired deferred revenue   7,329
Revenue deferred 62,546 45,712
Revenue recognized (66,878) (40,884)
Deferred revenue, end of period $ 17,393 $ 21,725
v3.25.1
Redeemable Convertible Preferred Shares and Convertible Preferred Shares - Additional Information (Details)
$ in Thousands
 12 Months Ended
Jul. 21, 2023
shares
Jun. 30, 2023
USD ($)
ConvertiblePreferredShares
shares
Jun. 15, 2023
USD ($)
ConvertiblePreferredShares
Jun. 02, 2023
USD ($)
shares
Dec. 31, 2024
USD ($)
shares
Dec. 31, 2023
USD ($)
shares
Dec. 31, 2022
shares
Temporary Equity [Line Items]              
Common stock, shares issued         16,933,692 10,878,633  
Stock-based compensation expense | $         $ (5,976) $ 48,252  
Class B-6a Redeemable Convertible Preferred Shares              
Temporary Equity [Line Items]              
Cash received from existing investor | $       $ 3,000      
Issuance of temporary equity       5,665,722      
Shares Issued       5,665,722      
Class B-6s Convertible Preferred Shares              
Temporary Equity [Line Items]              
Number of ordinary shares cancelled 83,819,163            
Common stock, shares issued 534,558            
Number of shares, debt converted | ConvertiblePreferredShares   486,402          
Outstanding debt settled | $   $ 200          
Class B-6s Convertible Preferred Shares | Prior Employees and Service Providers              
Temporary Equity [Line Items]              
Issuance of temporary equity   1,921,778          
Stock-based compensation expense | $   $ 900          
Shares Issued   1,921,778          
Class B-6s Convertible Preferred Shares | LamJam Term Notes              
Temporary Equity [Line Items]              
Notes converted | $     $ 5,300        
Number of shares, debt converted | ConvertiblePreferredShares     9,932,241        
Redeemable Convertible Preferred Shares              
Temporary Equity [Line Items]              
Issuance of temporary equity         0 0  
Number of ordinary shares cancelled 234,856,003            
Common stock, shares issued 1,497,797            
Shares Authorized         0 0  
Shares Issued         0 0  
Shares Outstanding         0 0 229,144,283
v3.25.1
Stock-Based Compensation - Additional Information (Details)
 1 Months Ended 12 Months Ended
Jul. 21, 2023
May 26, 2023
USD ($)
Oct. 31, 2023
USD ($)
$ / shares
shares
Jul. 31, 2023
USD ($)
$ / shares
shares
Dec. 31, 2024
USD ($)
Tranche
$ / shares
shares
Dec. 31, 2023
USD ($)
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Shares conversion ratio 0.0446          
Stock options granted         2,467,536  
Share-based compensation expense | $         $ (5,976,000) $ 48,252,000
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount | $         $ 2,300,000  
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition         2 years 1 month 24 days  
Accrued compensation and benefits | $         $ 5,940,000 $ 26,751,000
Minimum [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Vesting period         12 months  
Maximum [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Vesting period         48 months  
Warrants            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Share-based compensation expense | $         $ 403,000  
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition         2 years 3 months  
Vesting period         3 years  
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | $         $ 600,000  
Warrants issued         5,461,502  
Warrants | Vested on Grant Date            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Percentage for award vesting         25.00%  
Warrants | Vesting Upon Each Anniversary Over Ensuing Three-year Period            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Percentage for award vesting         25.00%  
Restricted Stock Units            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Number of shares, outstanding         316,663 110,438
Weighted average grant date fair value | $ / shares         $ 4.52 $ 20.58
Share-based compensation expense | $         $ 2,703,000 $ 3,230,000
Unrecognized share-based compensation expense | $           $ 800,000
Number of shares, issued           31,489
Restricted Stock Units | Minimum [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Service period         12 months  
Restricted Stock Units | Maximum [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Service period         2 years  
Restricted Share Purchase Agreement            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Number of shares, outstanding         36,907 60,377
Weighted average grant date fair value | $ / shares         $ 29.13 $ 29.05
Share-based compensation expense | $   $ 100,000     $ 687,000 $ 23,287,000
Acceleration cost recognized | $           $ 21,800,000
RSUs vested         23,470  
Average closing price | $ / shares         $ 29.29  
Restricted Share Grant Agreement            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition         1 year 4 months 24 days  
Expiration term         5 years  
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | $         $ 1,100,000  
Performance Based Restricted Stock Units            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Number of shares, outstanding         428,571 428,571
Weighted average grant date fair value | $ / shares       $ 15.82 $ 14.74 $ 14.74
Share-based compensation expense | $     $ 100,000 $ 6,300,000 $ 3,083,000 $ 1,306,000
Service period       2 years 1 month 6 days    
Expiration term     5 years 5 years    
Volatality rate     71.00% 71.00%    
Number of consecutive trading days       10 days    
Award vesting description         The Founder PRSUs will vest only if (i) the per-share closing price of the Company’s common stock over a period of 10 consecutive trading days within five years from the date of the Company’s direct listing is greater than $70 per share and (ii) each founder’s service to the Company, either through being an employee or non-employee consultant to the Company, or one of its subsidiaries, continues through the date such stock price goal is achieved, subject to certain conditions.  
Performance Based Restricted Stock Units | Minimum [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Service period     2 years 7 months 6 days      
Performance Based Restricted Stock Units | Maximum [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Service period     3 years 7 months 6 days      
Listing price per share | $ / shares       $ 70    
Performance Based Restricted Stock Units | Share-Based Payment Arrangement, Tranche One            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Weighted average grant date fair value | $ / shares     $ 5.67      
Performance Based Restricted Stock Units | Share-Based Payment Arrangement, Tranche Two            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Weighted average grant date fair value | $ / shares     3.85      
Performance Based Restricted Stock Units | Share-Based Payment Arrangement, Tranche Three            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Weighted average grant date fair value | $ / shares     $ 2.73      
Employee Stock Option            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Stock options granted         2,467,536  
Share-based compensation expense | $         $ 3,815,000 $ 2,907,000
Vesting period         3 years  
Employee Stock Option | Vested on Grant Date            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Percentage for award vesting         25.00%  
Employee Stock Option | Vest Upon Each Anniversary Over Ensuing Three-year Period            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Percentage for award vesting         25.00%  
2023 Equity Incentive Plan            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Shares authorized for issuance         1,071,429  
Increase in share limit, percentage         5.00%  
2023 Equity Incentive Plan | Restricted Stock Units            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Number of shares, outstanding         636,765  
2023 Equity Incentive Plan | Performance Based Restricted Stock Units            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Granted     28,571 400,000    
2023 Equity Incentive Plan | Performance Based Restricted Stock Units | Share-Based Payment Arrangement, Tranche One            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
RSUs vested     7,143      
Average closing price | $ / shares     $ 35      
2023 Equity Incentive Plan | Performance Based Restricted Stock Units | Share-Based Payment Arrangement, Tranche Two            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
RSUs vested     10,714      
Average closing price | $ / shares     $ 70      
2023 Equity Incentive Plan | Performance Based Restricted Stock Units | Share-Based Payment Arrangement, Tranche Three            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
RSUs vested     10,714      
Average closing price | $ / shares     $ 105      
2016 Equity Incentive Plan            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Stock split         22.4:1  
Shares conversion ratio         22.4  
Stock options granted         0  
2023 Employee Stock Purchase Plan            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Shares authorized for issuance         114,285  
Increase in share limit, percentage         1.00%  
Shares increasing period         10 years  
Management Incentive Bonus Plan            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Number of bonus pool tranches | Tranche         2  
Number of restricted shares offered for termination of rights         571,429  
Percentage of participation units settled         54.00%  
Share-based compensation expense | $         $ (16,600,000)  
Granted         317,663  
Fully vested shares         158,834  
Reversal of previously accrued stock-based compensation expense | $         $ (32,300,000)  
Accrued compensation and benefits | $         $ 0  
Vesting period         12 months  
v3.25.1
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]    
Number of Stock Options Outstanding, Beginning balance 229,451  
Number of Stock Options Outstanding, Granted 2,467,536  
Number of Stock Options Outstanding, Exercised (5,379)  
Number of Stock Options Outstanding, Canceled (2,477)  
Number of Stock Options Outstanding, Ending balance 2,689,131 229,451
Number of Stock Options Outstanding, Exercisable 871,317  
Weighted Average Contractual Term (in years), Outstanding 9 years 2 months 15 days 8 years 14 days
Weighted Average Contractual Term (in years), Granted 9 years 5 months 4 days  
Weighted Average Contractual Term (in years), Exercisable 7 years 6 months 21 days  
Aggregate Intrinsic Value, Outstanding $ 1,353 $ 687
Aggregate Intrinsic Value, Granted 1,200  
Aggregate Intrinsic Value, Exercisable $ 441  
Weighted Average Exercise Price Per Share, Beginning balance $ 28.81  
Weighted Average Exercise Price Per Share, Granted 5.87  
Weighted Average Exercise Price Per Share, Exercised 3.68  
Weighted Average Exercise Price Per Share, Canceled 34.16  
Weighted Average Exercise Price Per Share, Ending balance 7.8 $ 28.81
Weighted Average Exercise Price Per Share, Exercisable $ 8.16  
v3.25.1
Stock-Based Compensation - Summary of Supplemental Stock Option Data (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]    
Weighted average grant date fair value per option granted $ 1 $ 8
Fair value of options vested $ 3,815 $ 2,907
Cash from participants to exercise stock options 20 191
Intrinsic value of options exercised $ 5 $ 41
v3.25.1
Stock-Based Compensation - Summary of Fair Value of Stock Options Granted (Details)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Schedule of Share Based Payment Award Stock Options Valuation Assumptions [Line Items]    
Risk-free interest rate (Minimum) 3.97% 3.55%
Risk-free interest rate (Maximum) 4.25% 3.74%
Expected term (in years)   5 years 9 months 18 days
Dividend yield 0.00% 0.00%
Expected volatility (Minimum) 55.69% 61.00%
Expected volatility (Maximum) 59.07% 155.00%
Minimum [Member]    
Schedule of Share Based Payment Award Stock Options Valuation Assumptions [Line Items]    
Expected term (in years) 3 years 6 months  
Maximum [Member]    
Schedule of Share Based Payment Award Stock Options Valuation Assumptions [Line Items]    
Expected term (in years) 5 years 9 months 18 days  
v3.25.1
Stock-Based Compensation - Summary of Warrant Activity (Details) - Warrants - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Number of Warrants Outstanding, Beginning balance 0  
Number of Warrants Outstanding, Granted 5,461,502  
Number of Warrants Outstanding, Canceled (911,544)  
Number of Warrants Outstanding Ending balance 4,549,958  
Number of Warrants Outstanding, Exercisable 3,497,343  
Weighted Average Contractual Term (in years), Granted 9 years 8 months 23 days  
Weighted Average Contractual Term (in years), Outstanding 9 years 8 months 23 days  
Weighted Average Contractual Term (in years), Exercisable 9 years 8 months 23 days  
Aggregate Intrinsic Value, Outstanding $ 12,296 $ 0
Aggregate Intrinsic Value, Granted 12,296  
Aggregate Intrinsic Value, Exercisable $ 12,296  
Weighted Average Exercise Price Per Share, Outstanding, Beginning balance $ 0  
Weighted Average Exercise Price Per Share, Granted 2.87  
Weighted Average Exercise Price Per Share, Canceled 6.17  
Weighted Average Exercise Price Per Share, Outstanding, Ending balance 2.87  
Weighted Average Exercise Price Per Share, Exercisable $ 1.92  
v3.25.1
Stock-Based Compensation - Summary of Fair Value of Warrants Granted (Details)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Schedule of Share Based Payment Award Stock Options Valuation Assumptions [Line Items]    
Risk-free interest rate (Minimum) 3.97% 3.55%
Risk-free interest rate (Maximum) 4.25% 3.74%
Expected term (in years)   5 years 9 months 18 days
Dividend yield 0.00% 0.00%
Expected volatility (Minimum) 55.69% 61.00%
Expected volatility (Maximum) 59.07% 155.00%
Minimum [Member]    
Schedule of Share Based Payment Award Stock Options Valuation Assumptions [Line Items]    
Expected term (in years) 3 years 6 months  
Maximum [Member]    
Schedule of Share Based Payment Award Stock Options Valuation Assumptions [Line Items]    
Expected term (in years) 5 years 9 months 18 days  
Warrant [Member]    
Schedule of Share Based Payment Award Stock Options Valuation Assumptions [Line Items]    
Risk-free interest rate (Minimum) 3.52%  
Risk-free interest rate (Maximum) 4.43%  
Dividend yield 0.00%  
Expected volatility (Minimum) 47.00%  
Expected volatility (Maximum) 147.00%  
Warrant [Member] | Minimum [Member]    
Schedule of Share Based Payment Award Stock Options Valuation Assumptions [Line Items]    
Expected term (in years) 5 years  
Warrant [Member] | Maximum [Member]    
Schedule of Share Based Payment Award Stock Options Valuation Assumptions [Line Items]    
Expected term (in years) 10 years  
v3.25.1
Stock-Based Compensation - Summary of RSU Activity (Details) - Restricted Stock Units
 12 Months Ended
Dec. 31, 2024
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of Unvested Restricted Share, Beginning balance 110,438
Granted 636,765
Vested/shares issued (430,540)
Number of Unvested Restricted Share, Ending balance 316,663
Weighted Average Grant Date Fair Value per Unvested Restricted Share, Beginning balance | $ / shares $ 20.58
Weighted Average Grant Date Fair Value per Restricted share, Granted 3.53
Weighted Average Grant Date Fair Value per Restricted Share, Vested/shares issued | $ / shares $ 7.1
Weighted Average Grant Date Fair Value per Unvested Restricted Share, Ending balance | $ / shares $ 4.52
v3.25.1
Stock-Based Compensation - Summary of RSPA activity (Details) - Restricted Share Purchase Agreement
 12 Months Ended
Dec. 31, 2024
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of Unvested Restricted Share, Beginning balance | shares 60,377
Number of RSPA, Vested | shares (23,470)
Number of Unvested Restricted Share, Ending balance | shares 36,907
Weighted Average Grant Date Fair Value per Unvested Restricted Share, Beginning balance | $ / shares $ 29.05
Weighted Average Grant Date Fair Value per RSPAs, Vested | $ / shares 29.29
Weighted Average Grant Date Fair Value per Unvested Restricted Share, Ending balance | $ / shares $ 29.13
v3.25.1
Stock-Based Compensation - Summary of PRSU Activity (Details) - Performance Based Restricted Stock Units - $ / shares
 1 Months Ended 12 Months Ended
Jul. 31, 2023
Dec. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Number of Unvested Restricted Share, Beginning balance   428,571
Number of Unvested Restricted Share, Ending balance   428,571
Weighted Average Grant Date Fair Value per Unvested Restricted Share, Beginning balance   $ 14.74
Weighted Average Grant Date Fair Value per Unvested Restricted Share, Ending balance $ 15.82 $ 14.74
v3.25.1
Stock-Based Compensation - Summary of Price Targets Included in PRSU Awards and Number of PRSUs That Will Vest Upon Achievement of Such Price Targets (Details) - Performance Based Restricted Stock Units
 12 Months Ended
Dec. 31, 2024
$ / shares
shares
Share-Based Payment Arrangement, Tranche One  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Company Price Target | $ / shares $ 35
Number of PRSUs Eligible to Vest | shares 7,143
Share-Based Payment Arrangement, Tranche Two  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Company Price Target | $ / shares $ 70
Number of PRSUs Eligible to Vest | shares 410,714
Share-Based Payment Arrangement, Tranche Three  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Company Price Target | $ / shares $ 105
Number of PRSUs Eligible to Vest | shares 10,714
v3.25.1
Stock-Based Compensation - Summary of Stock-based Compensation Expense Recognized (Details) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
May 26, 2023
Oct. 31, 2023
Jul. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Share-based compensation expense       $ (5,976) $ 48,252
Employee Stock Option          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Share-based compensation expense       3,815 2,907
RSUs          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Share-based compensation expense       2,703 3,230
RSPAs          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Share-based compensation expense $ 100     687 23,287
PRSUs          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Share-based compensation expense   $ 100 $ 6,300 3,083 1,306
Management Incentive Bonus Plan          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Share-based compensation expense       (16,667) 16,667
Other          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Share-based compensation expense         $ 855
Warrants          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Share-based compensation expense       $ 403  
v3.25.1
Segments - Additional Information (Details)
 12 Months Ended
Dec. 31, 2024
Segment
Segment Reporting [Abstract]  
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration] srt:ChiefExecutiveOfficerMember
Number of operating segments 1
Number of reportable segment 1
Segment reporting, expense information used by CODM, description the CODM also regularly reviews additional significant expense categories, which comprise cost of revenue, exclusive of depreciation and amortization within the Company’s Consolidated Statements of Operations. Such cost categories are determined to be those most relevant in providing flight services, and are aligned with cost designations measured by other carriers.
Segment reporting, CODM, profit (loss) measure, description The CODM uses net loss to evaluate income (loss) generated from segment assets (return on assets) in deciding how to allocate resources. Consolidated net loss is used to monitor budget versus actual results.
v3.25.1
Segments - Summary of Consolidated Segment Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Revenue $ 119,425 $ 60,505
Operating expenses:    
Cost of revenue, exclusive of depreciation and amortization 109,934 61,918
Technology and development 24,041 20,850
Sales and marketing 7,514 10,028
General and administrative 29,851 100,669
Depreciation and amortization 8,341 3,762
Impairment of goodwill 0 60,045
Total operating expenses 179,681 257,272
Operating loss (60,256) (196,767)
Other income (expense):    
Changes in fair value of financial instruments carried at fair value, net (11,732) (50,230)
Interest expense (8,617) (2,969)
Gain (loss) on extinguishment of debt 5,398 (326)
Other income (expense) 12 (3,708)
Total other income (expense), net (14,939) (57,233)
Loss before income taxes (75,195) (254,000)
Income tax benefit 287 3,304
Net loss (74,908) (250,696)
Air Mobility Segment    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Revenue 119,425 60,505
Operating expenses:    
Cost of revenue, exclusive of depreciation and amortization 109,934 61,918
Technology and development 24,041 20,850
Sales and marketing 7,514 10,028
General and administrative 29,851 100,669
Depreciation and amortization 8,341 3,762
Impairment of goodwill   60,045
Total operating expenses 179,681 257,272
Operating loss (60,256) (196,767)
Other income (expense):    
Changes in fair value of financial instruments carried at fair value, net (11,732) (50,230)
Interest expense (8,617) (2,969)
Gain (loss) on extinguishment of debt 5,398 (326)
Other income (expense) 12 (3,708)
Total other income (expense), net (14,939) (57,233)
Loss before income taxes (75,195) (254,000)
Income tax benefit 287 3,304
Net loss (74,908) (250,696)
Air Mobility Segment | Aircraft Expenses    
Operating expenses:    
Cost of revenue, exclusive of depreciation and amortization 76,164 45,657
Air Mobility Segment | Pilot Expenses    
Operating expenses:    
Cost of revenue, exclusive of depreciation and amortization 18,390 7,532
Air Mobility Segment | Other    
Operating expenses:    
Cost of revenue, exclusive of depreciation and amortization $ 15,380 $ 8,729
v3.25.1
Income Taxes - Schedule of Income from Continuing Operations before Provision for Income Taxes for Domestic and International Operations (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Income Tax Disclosure [Line Items]    
Loss before provision for income taxes $ (75,195) $ (254,000)
Domestic    
Income Tax Disclosure [Line Items]    
Loss before provision for income taxes (72,132) (216,682)
International    
Income Tax Disclosure [Line Items]    
Loss before provision for income taxes $ (3,063) $ (37,318)
v3.25.1
Income Taxes - Schedule of Significant Components of the Provision for Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Current:    
State $ 8 $ 17
Total 8 17
Deferred:    
Federal (235) (2,622)
State (60) (699)
Total (295) (3,321)
Total tax expense (benefit) $ (287) $ (3,304)
v3.25.1
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract]    
Pretax loss, (in dollars) $ (15,791) $ (53,340)
State tax benefit, (in dollars) (2,910) (2,132)
Foreign rate differential, (in dollars)   6,962
Goodwill impairment   12,395
Transaction costs, (in dollars)   3,712
Share based compensation, (in dollars) 592 5,373
Change in fair value of financial instruments, (in dollars) 2,464 4,153
Permanent difference, (in dollars) 1,422 4,128
Uncertain tax positions, (in dollars) 1,453 31,855
Change in valuation allowance, (in dollars) 12,483 (16,410)
Total tax expense (benefit) $ (287) $ (3,304)
Effective Income Tax Rate Reconciliation, Percent [Abstract]    
Pretax loss, (in percentage) 21.00% 21.00%
State tax benefit, (in percentage) 3.87% 0.84%
Foreign rate differential, (in percentage)   (2.74%)
Goodwill impairment (In percentage)   (4.88%)
Transaction costs, (in percentage)   (1.46%)
Share based compensation, (in percentage) (0.79%) (2.12%)
Change in fair value of financial instruments, (in percentage) (3.28%) (1.63%)
Permanent difference, (in percentage) (1.89%) (1.63%)
Uncertain tax positions, (In percentage) (1.93%) (12.54%)
Change in valuation allowance, (in percentage) (16.60%) 6.46%
Effective income tax rate, (in percentage) 0.38% 1.30%
v3.25.1
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Deferred Tax Assets, Net [Abstract]    
Accrued expenses and reserves $ 2,082 $ 2,642
Stock compensation 1,316 3,518
Interest expense carryforward 3,229 1,565
Net operating loss carryforward 54,169 44,860
Capitalized research costs 5,102 2,946
Lease liabilities - operating leases 4,164 2,551
Deferred revenues 1,444  
Other 156 0
Deferred Tax Assets, Gross 71,662 58,082
Valuation Allowance (57,548) (45,065)
Deferred Tax Assets, Net of Valuation Allowance 14,114 13,017
Depreciation and amortization differences (10,302) (10,473)
ROU assets - operating leases (4,532) (3,404)
Prepaid expenses (321) (369)
Other   (106)
Total Deferred Tax Liabilities (15,155) (14,352)
Total Deferred Tax Assets (Liabilities), net $ (1,041) $ (1,335)
v3.25.1
Income Taxes - Additional Information (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Tax Examination [Line Items]      
Deferred tax assets, operating loss carryforwards, domestic $ 327,500,000    
Deferred tax assets, operating loss carryforwards, domestic, subject to expiration 90,500,000    
Deferred tax assets, operating loss carryforwards, state 306,600,000    
Deferred tax assets, valuation allowance 57,500,000 $ 45,100,000  
Valuation allowance, deferred tax asset, increase (decrease), amount $ 12,500,000    
Percentage change in ownership permissible 50.00%    
Current period benefit for federal income tax $ (235,000) (2,622,000)  
Current period benefit for state income tax (60,000) (699,000)  
Unrecognized tax benefits 38,979,000 37,146,000 $ 0
Accrued interest 0 0  
Accrued penalties $ 0 0  
Southern Acquisition      
Income Tax Examination [Line Items]      
Acquired net deferred tax liabilities   $ 4,700,000  
Internal Revenue Code [Member] | Maximum [Member]      
Income Tax Examination [Line Items]      
Offset of future taxable income percentage 80.00%    
v3.25.1
Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Income Tax Uncertainties [Abstract]    
Unrecognized tax benefits at January 1, $ 37,146 $ 0
Additions for tax positions of prior years 1,833 36,857
Acquired tax positions 0 289
Unrecognized tax benefits at December 31, $ 38,979 $ 37,146
v3.25.1
Related Party Balances and Transactions - Additional Information (Details)
 1 Months Ended 12 Months Ended
Dec. 16, 2024
USD ($)
shares
Nov. 14, 2024
USD ($)
$ / shares
shares
Jul. 31, 2024
Apr. 28, 2024
USD ($)
Jan. 26, 2024
USD ($)
Dec. 29, 2023
USD ($)
Jul. 27, 2023
shares
Jul. 21, 2023
USD ($)
ConvertiblePreferredShares
shares
Jun. 15, 2023
USD ($)
ConvertiblePreferredShares
shares
May 22, 2023
USD ($)
Jan. 31, 2023
Oct. 31, 2024
USD ($)
Dec. 31, 2024
USD ($)
Aircrafts
$ / Aircrafts
shares
Dec. 31, 2023
USD ($)
shares
Sep. 30, 2024
USD ($)
Jan. 18, 2023
USD ($)
Nov. 30, 2022
USD ($)
Related Party Transaction [Line Items]                                  
Common stock, shares issued | shares                         16,933,692 10,878,633      
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]   LamVen                              
Number of common stock issued | shares                           13,020,000      
Amount received                         $ 34,522,000 $ 22,502,000      
Fair value of convertible notes                         7,347,000 7,715,000      
Converted to shares from related party promissory note                           5,260,000      
Accounts payable                         17,976,000 18,854,000      
lease payment                         7,889,000 3,044,000      
Debt discount                         6,800,000        
Park Lane Reimbursement Agreement                                  
Related Party Transaction [Line Items]                                  
Backstop letter of credit interest rate   15.00%                              
Backstop letter of credit fee percentage   1.00%                              
Common Shares                                  
Related Party Transaction [Line Items]                                  
Common Stock Discount Percentage                 20.00%   20.00%            
Common Shares | IPO                                  
Related Party Transaction [Line Items]                                  
Common Stock Discount Percentage                 35.00%   35.00%            
LamVen                                  
Related Party Transaction [Line Items]                                  
Principal amount   $ 50,000,000                              
Long term debt floor rate percentage   1.00%                              
Interest rate   5.00%                              
Debt Instrument, Interest Rate During Period   9.75%                              
Outstanding principal and interest   $ 7,473,131,000                              
Number of common stock issued | shares   750,000                              
Sale price of common shares | $ / shares   $ 1.83                              
Warrants outstanding | shares   3,389,398                              
Exercise price of warrant per share | $ / shares   $ 1.83                              
Embedded derivative initially measured at fair value                         6,800,000        
LamVen | Term Notes                                  
Related Party Transaction [Line Items]                                  
Principal amount                   $ 4,600,000     $ 1,500,000 $ 8,500,000   $ 1,000,000 $ 4,500,000
Debt Instrument, Maturity Date                   Dec. 31, 2023              
Debt instrument, extended maturity date     Aug. 20, 2024 May 15, 2024 Feb. 09, 2024 Jan. 15, 2024                      
Interest rate of term note                   10.00%              
Interest rate, stated percentage                         8.25%        
LamVen | Note                                  
Related Party Transaction [Line Items]                                  
Principal amount       $ 25,000,000 $ 15,000,000 $ 10,000,000     $ 5,000,000     $ 43,100,000          
Debt instrument remaining amount received                             $ 38,200,000    
Debt Instrument, Maturity Date                 Dec. 31, 2023                
Debt instrument, extended maturity date       May 15, 2024 Feb. 09, 2024 Jan. 15, 2024                      
Interest rate of term note                 10.00%                
Additional amount received under note agreement                       $ 4,900,000          
LamJam                                  
Related Party Transaction [Line Items]                                  
Amounts of transaction                 $ 6,900,000                
Term note agreement amount                 3,470,000                
LamJam | Term Notes                                  
Related Party Transaction [Line Items]                                  
Term note agreement amount                 3,500,000                
Converted to shares from related party promissory note                 $ 5,300,000                
Converted to shares from related party promissory note, shares | shares                 9,932,241                
Park Lane                                  
Related Party Transaction [Line Items]                                  
Number of aircrafts | Aircrafts                         4        
Monthly lease payment per aircraft | $ / Aircrafts                         0.025        
Lease agreement, extend                         The lease for the four planes was extended on a month to month basis as of January 31, 2025.        
Proxima Centauri, LLC                                  
Related Party Transaction [Line Items]                                  
Advisory services expenses $ 20,000                                
Proxima Centauri, LLC | Maximum                                  
Related Party Transaction [Line Items]                                  
Warrant issued to purchase common stock | shares 142,857                                
BAJ Flight Services                                  
Related Party Transaction [Line Items]                                  
Number of aircraft leased | Aircrafts                         1        
Percentage of change in ownership                         100.00%        
JA Flight Services                                  
Related Party Transaction [Line Items]                                  
Number of aircraft leased | Aircrafts                         3        
JA Flight Services | Bruce A. Jacobs                                  
Related Party Transaction [Line Items]                                  
Ownership percentage                         50.00%        
JA Flight Services And BAJ Flight Services                                  
Related Party Transaction [Line Items]                                  
Combined lease and engine reserve expense                         $ 1,306,000        
Accounts payable                         74,000        
Schuman Aviation                                  
Related Party Transaction [Line Items]                                  
Combined lease and engine reserve expense                         1,719,000        
Accounts payable                         $ 214,000        
Term of contract                         60 months        
Non servicing agreement term                         10 years        
Payment discription                         Remaining amounts due under this agreement represent the final two annual installment payments, of $100 thousand each, which will be paid over the next two years.        
lease payment                         $ 100,000        
SAFE Notes                                  
Related Party Transaction [Line Items]                                  
Number of shares, debt converted | ConvertiblePreferredShares               103,385,325                  
Principal amount               $ 15,000,000                  
SAFE Notes | Common Shares                                  
Related Party Transaction [Line Items]                                  
Common stock, shares issued | shares               659,340                  
Number of common stock issued | shares             2,480,765                    
SAFE Notes | LamJam                                  
Related Party Transaction [Line Items]                                  
Number of shares, debt converted | ConvertiblePreferredShares                 47,770,712                
Common stock, shares issued | shares                 304,658                
Amounts of transaction                 $ 6,900,000                
2017 Convertible Notes                                  
Related Party Transaction [Line Items]                                  
Number of shares, debt converted | ConvertiblePreferredShares               28,332,454                  
2017 Convertible Notes | Common Shares                                  
Related Party Transaction [Line Items]                                  
Common stock, shares issued | shares               180,690                  
v3.25.1
Supplemental Cash Flows - Schedule of Supplemental Cash Flows (Details) - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Supplemental Cash Flow Information [Abstract]    
Cash paid for interest $ 3,410 $ 577
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]    
Issuance of SAFE notes   4,354
Conversion of redeemable convertible preferred shares to common shares   137,463
Issuance of Class B-6s convertible preferred shares in exchange for outstanding payables   202
Conversion of SAFE notes to common shares   63,509
Conversion of promissory notes to Class B-6s convertible preferred shares   $ 5,260
Common stock issued under Share Purchase Agreement   13,020
Common stock issued for the acquisition of Southern   $ 81,250
Common stock issued as settlement of advisor accrual   75
Common Stock Issued Under Software License Agreement 9,574 2,000
Reclassification of aircraft deposits to data license fees 3,000  
Shares received as consideration for Mandatory Convertible Security 1,796  
Conversion of Mandatory Convertible Security to common shares 1,621  
Conversion of LamVen Term Notes 7,473  
Capitalized Interest on Convertible Notes 34  
Right-of-use assets obtained in exchange for new operating lease liabilities 11,606 1,858
Right-of-use assets obtained in exchange for new operating lease liabilities 10,144 1,656
Right-of-use assets obtained in exchange for new finance lease liabilities 95 1,143
Purchases of property and equipment included in accounts payable $ 326 382
Prepaid expense and other current assets accrued in other current liabilities   1,989
Class B-6a Redeemable Convertible Preferred Shares    
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]    
Conversion of redeemable convertible preferred shares to common shares   543
Class B-6s Convertible Preferred Shares    
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]    
Conversion of redeemable convertible preferred shares to common shares   10,494
Class B-5 Redeemable Convertible Preferred Shares [Member]    
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]    
Conversion of redeemable convertible preferred shares to common shares   $ 3,253
v3.25.1
Net Loss per Share Applicable to Common Shareholders, Basic and Diluted - Additional Information (Details)
Jul. 21, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]  
Shares conversion ratio 0.0446
v3.25.1
Net Loss per Share Applicable to Common Shareholders, Basic and Diluted - Schedule of Computation of Net Loss Per Share Applicable to Common Shareholders (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Earnings Per Share [Abstract]    
Net loss $ (74,908) $ (250,696)
Weighted-average number of common shares used in net loss per share applicable to common shareholders, basic 12,910,341 5,638,128
Weighted-average number of common shares used in net loss per share applicable to common shareholders, diluted 12,910,341 5,638,128
Net loss per share applicable to common shareholders, basic $ (5.8) $ (44.46)
Net loss per share applicable to common shareholders, diluted $ (5.8) $ (44.46)
v3.25.1
Net Loss per Share Applicable to Common Shareholders, Basic and Diluted - Schedule of Anti-dilutive Potential Common Shares Excluded from Computation of Diluted net Loss Per Share (Details) - shares
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Excluded securities: 27,711,960 1,019,313
Employee Stock Option    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Excluded securities: 2,689,131 229,451
Warrants to Purchase Common Shares    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Excluded securities: 4,549,958  
Restricted Stock Units    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Excluded securities: 745,234 539,009
Unvested RSPAs    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Excluded securities: 36,907 60,377
Convertible Notes (As Converted to Common Shares)    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Excluded securities: 9,802,974 190,476
Mandatory Convertible Security    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Excluded securities: 9,887,756