SCHEDULE: Hudson Bay Capital Discloses 9.99% Stake in Surf Air Mobility

Hudson Bay Capital Management LP and Sander Gerber have reported a 9.99% beneficial ownership stake in Surf Air Mobility Inc., primarily through convertible notes and warrants.

Summary

• Hudson Bay Capital Management LP and Sander Gerber collectively reported beneficial ownership of 7,776,928 shares of Surf Air Mobility Inc. common stock.
• This represents 9.99% of the company's outstanding common stock.
• The reported ownership includes 7,776,924 shares issuable upon the exercise of warrants and/or conversion of convertible notes.
• A 9.99% beneficial ownership blocker prevents the reporting persons from exercising warrants or converting notes if it would result in ownership exceeding this threshold.
• The calculation of the percentage is based on 70,070,206 shares of common stock outstanding, which includes 63,223,450 shares as of November 20, 2025, and an additional 6,846,756 shares issued to the reporting persons from convertible note conversions between November 20, 2025, and December 31, 2025.
• The securities are held in the names of HT Investments MA LLC and High Trail Special Situations LLC, for which Hudson Bay Capital Management LP serves as investment manager.
• The acquisition was made in the ordinary course of business and not for the purpose of changing or influencing control of Surf Air Mobility Inc.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive disclosure, as it confirms a significant institutional investment in Surf Air Mobility, suggesting confidence from a sophisticated investor. The 9.99% blocker is a neutral structural element.

Risks

• The beneficial ownership blocker at 9.99% limits the reporting persons' ability to increase their stake beyond this threshold through the conversion of existing instruments, which could impact future capital structure or influence.

Future Outlook

NA

Management Comments

• I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

Industry Context

StockSavvy.ai notes that institutional filings like this Schedule 13G provide transparency into significant ownership stakes, which can signal institutional confidence or strategic positioning in a company. For Surf Air Mobility, a company likely in the aviation or sustainable transport sector, a substantial institutional holding from a firm like Hudson Bay Capital Management could be viewed as a vote of confidence in its long-term prospects, especially given the investment via convertible notes and warrants.

Comparison to Industry Standards

• A 9.99% stake is a significant institutional holding, often approaching the threshold where an investor might seek board representation or exert more influence.
• The use of convertible notes and warrants is a common strategy for institutional investors like Hudson Bay Capital to gain exposure and potential upside in growth-oriented companies, similar to investments seen in other emerging technology or transportation firms.
• The 9.99% beneficial ownership blocker is a standard defensive mechanism often included in financing agreements to prevent an investor from triggering certain regulatory or corporate governance requirements that come with owning 10% or more of a company. This is common across various industries to maintain flexibility for both the investor and the issuer.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional investor holding a 9.99% stake could be viewed positively, potentially signaling confidence in the company's future and providing a degree of stability to the shareholder base.
• Company Management: The presence of a large institutional investor may lead to increased scrutiny or engagement regarding strategic decisions, though the 'ordinary course of business' certification suggests no immediate intent to influence control.

Key Dates

Recommendation

The filing indicates a significant institutional stake, which can be a positive signal of investor confidence. However, a Schedule 13G primarily reports ownership and does not provide new operational or financial performance data to warrant a 'buy' or 'sell' recommendation. The 9.99% blocker also suggests the investor is not immediately seeking to influence control. Therefore, a 'hold' recommendation is appropriate as this filing confirms existing institutional interest without providing new catalysts for a change in investment thesis.

Keywords

Surf Air Mobility, Hudson Bay Capital Management, Sander Gerber, Schedule 13G, Beneficial Ownership, Common Stock, Convertible Notes, Warrants, Investment Management, Equity Stake